Common use of Certification of Public Information Clause in Contracts

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers Borrower shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersBorrower, their its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to the BorrowersBorrower, their its Subsidiaries and their securities. The Borrowers acknowledge Borrower acknowledges and agree agrees that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to Holdings, the Borrowers Borrower or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of the BorrowersBorrower, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries and their securities. By marking any documents, information or other data “PUBLIC,” the Borrowers shall be deemed to have authorized the Lenders to treat such documents, information or other data as not containing Nonpublic Information. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable lawApplicable Law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to HoldingsParent, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of the Borrowers, the Agents Administrative Agent or the Joint Lead Arrangers Arranger has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentof clause (c) above, the Borrowers shall Oyster Borrower will indicate in writing whether such document or notice contains Nonpublic InformationMNPI. The Borrowers Oyster Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Public Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 11.3 or otherwise are being distributed by Electronic Transmission (including, through IntraLinks/IntraAgency, Syndtrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have Oyster Borrower has indicated contains Nonpublic Information shall MNPI will not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Oyster Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 clause (iv) contains Nonpublic InformationMNPI, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive MNPI with respect to the Oyster Borrower, its Subsidiaries and their respective securities. Notwithstanding anything herein to the contrary, the Oyster Borrower shall not be obligated to xxxx any document or notice required to be delivered pursuant to this clause (iv) as being suitable for posting to the portion of the Platform designated for Public Lenders. Notwithstanding anything to the contrary in any Oyster Credit Document, neither the Oyster Borrower nor any of its Subsidiaries will be required to deliver or disclose to the Administrative Agent or any Lender any financial information or data (1) that constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by applicable Laws, (3) that is subject to bona fide attorney client or similar privilege or constitutes attorney work product or (4) the disclosure of which is prohibited by binding agreements not entered into primarily for the purpose of qualifying for the exclusion in this clause (4). The Oyster Borrower hereby authorizes the Administrative Agent to make the Oyster Credit Documents available to Public Lenders. The Oyster Borrower will not request that any other material be posted to Public Lenders without expressly representing and warranting to the Administrative Agent in writing that (1) such materials do not constitute material non-public information with respect within the meaning of the federal securities laws or that (2)(x) each of the Oyster Borrower, the Bioventus Parent and each of their respective subsidiaries has no outstanding publicly traded securities, and (y) if at any time the Oyster Borrower, the Bioventus Parent or any of their respective subsidiaries issues publicly traded securities then prior to the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf issuance of such Lender to at all times have selected securities, the “private side information” or similar designation on Oyster Borrower will make such materials that do constitute material non-public information within the content declaration screen meaning of the Platform in order to enable such Lender federal securities laws publicly available by press release or its delegate, in accordance public filing with such Lender’s compliance procedures the Securities and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan DocumentsExchange Commission.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any The Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Parties and each Lender Lender(k) acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries Loan Parties or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 6.01 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. The Borrower agrees to clearly designate all Information provided to the Administrative Agent by or on behalf of the Loan Parties which is suitable to make available to Public Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 6.01 contains Nonpublic Non-Public Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonNon-public information Public Information with respect to the Borrowers, their Subsidiaries Loan Parties and their respective securities; Contractual Obligations. The Borrowers acknowledge Promptly upon any Authorized Officer of any Loan(l) Party obtaining knowledge of any condition or event that constitutes a default or an event of default under any Contractual Obligation arising from agreements relating to Material Indebtedness, or that notice has been given to any Loan Party with respect thereto, a certificate of an Authorized Officer of the Borrower specifying the nature and agree period of existence of such condition or event and the nature of such claimed default or event of default, and what action the Borrower has taken, is taking and proposes to take with respect thereto, provided that the list of Disqualified Institutions does not constitute Nonpublic Information and no such certificate shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information required with respect to Holdingsany such default or event of default to the extent that such default or event of default would not, individually or in the Borrowers or the securities aggregate, reasonably be expected to have a Material Adverse Effect; Credit Ratings. Prompt written notice of any change in the corporate rating of(m) Holdings by S&P, in the corporate family rating of Holdings by Xxxxx’x or in the ratings of the foregoing for purposes of United States federal Term Loans by either S&P or state securities laws. In the event that Xxxxx’x, or any notice from either such agency indicating its intent to effect such a change or to place Holdings on a “public-sideCreditWatch” Lender has determined for itself or “WatchList” or any similar list, in each case with negative implications, or its cessation of, or its intent to not access any information disclosed through the Platform or otherwisecease, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information rating Holdings; and (ii) none of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan DocumentsOther Information.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentthis Section 5.1, the Borrowers shall Borrower will indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersNonpublic Information, their Subsidiaries or their securitiesa “Public Lender”) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed by Electronic Transmission (including, through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform approved by the Administrative Agent (the “Platform”)), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall will not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains Nonpublic Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Nonpublic Information with respect to the Borrower, the Subsidiaries and their respective securities. Notwithstanding anything herein to the contrary, the Borrower shall not be obligated to xxxx any document or notice required to be delivered pursuant to this Section 5.1 as being suitable for posting to the portion of the Platform designated for Public Lenders. The filing by the Borrower of a Form 10-K or Form 10-Q (or any successor or comparable forms) with the Securities and Exchange Commission (or any successor thereto) as at the end of and for any applicable Fiscal Year or Fiscal Quarter will be deemed to satisfy the obligations under Section 5.1(a) or 5.1(b), as applicable, as to the Credit Parties and Subsidiaries covered by such filing to deliver financial statements and a Narrative Report. The obligations referred to in Sections 5.1(a) and 5.1(b) may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of any Parent of the Borrower or (B) any such Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC will constitute delivery under this Section 5.1); provided that with respect to each of the preceding clauses (A) and (B), (1) if and so long as such Parent has no material independent operations, such information is accompanied by consolidating information that need not be audited and that explains in reasonable detail the differences between the information relating to such Parent and its assets and operations, on the one hand, and the information relating to the Borrower and the Subsidiaries on a stand-alone basis, on the other hand, and (2) to the extent such information is in lieu of information required to be provided under Section 5.1(a) such materials are accompanied by a report and opinion of independent registered public 148797484_8155722702_14 accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (I) will be prepared in accordance with generally accepted auditing standards and (II) will not be subject to any qualification as to the scope of such audit or be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification (other than with respect to (i) an upcoming maturity of the Term Loans or the Revolving Loans or (ii) any actual or anticipated inability to satisfy the Financial Covenants). Any financial statements required to be delivered pursuant to Sections 5.1(a) or 5.1(b) will not be required to contain purchase accounting adjustments relating to the Transactions or any other transaction(s) permitted hereunder (including Permitted Acquisitions or other Investments permitted under Section 6.6) to the extent it is not practicable to include any such adjustments in such financial statements. Notwithstanding anything to the contrary in any Credit Document, neither the Borrower nor any of its Subsidiaries will be required to deliver or disclose to the Administrative Agent or any Lender any financial information or data (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to bona fide attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is prohibited by binding agreements not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv); provided the foregoing will not limit the Borrower’s obligation to deliver financial statements or forecasts pursuant to Section 5.1(a), 5.1(b) and 5.1(k). Borrower hereby authorizes the Administrative Agent to make the financial statements to be provided under Section 5.1(a) and 5.1(b) above, along with the Credit Documents, available to Public Lenders. The Borrower will not request that any other material be posted to Public Lenders without expressly representing and warranting to the Administrative Agent in writing that (A) such materials do not constitute material non-public information with respect to within the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen meaning of the Platform in order to enable such Lender federal securities laws (“MNPI”) or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion (B)(i) each of the Platform Borrower, its Parent (if any) and that may contain Nonpublic Information with respect to Holdingseach of their respective subsidiaries has no outstanding publicly traded securities, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none if at any time the Borrower, its Parent (if any) or any of their respective subsidiaries issues publicly traded securities then prior to the Borrowersissuance of such securities, the Agents Borrower will make such materials that do constitute MNPI publicly available by press release or public filing with the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement Securities and the other Loan DocumentsExchange Commission.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentthis Section 5.1, the Borrowers Borrower shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersBorrower, their its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains solely Nonpublic Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public nonpublic information with respect to the BorrowersBorrower, their its Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (bi) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf Borrower shall deliver paper copies of such documents to either Administrative Agent or any Lender that requests Borrower to at all times have selected the “private side information” deliver such paper copies until a written request to cease delivering paper copies is given by such Administrative Agent or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none Borrower shall notify each Administrative Agent and each Lender (by telecopier or electronic mail) of the Borrowersposting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 5.1(c) to the Administrative Agent. Except for such Compliance Certificates, the Agents Administrative Agent shall have no obligation to request the delivery or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope maintain copies of the information documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it has obtained in connection with this Agreement and the other Loan Documentsor maintaining its copies of such documents.

Certification of Public Information. Company hereby acknowledges that (a) Concurrently with Administrative Agent and its Affiliates may, but shall not be obligated to (except to the delivery extent expressly provided in this Agreement and the other Credit Documents and subject to the confidentiality provisions of any document the Credit Documents) make available to the Lenders and the Issuing Banks materials and/or information provided by or notice required to be delivered pursuant to any Loan Documenton behalf of Company hereunder (collectively, “Company Materials”) by posting Company Materials on Intralinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers “Platform”) and each Lender acknowledge that (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (Lenders that have personnel who do not wish to receive material non-public information (within the meaning of the United States federal or state securities laws) with respect to the BorrowersHolding, their Subsidiaries Company or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Company hereby agrees that so long as Company or Holding is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) and, if documents or notices required all Company Materials that are to be delivered pursuant made available to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgencyPublic Lenders shall be clearly and conspicuously marked “PUBLIC” which, Syndtrak or another relevant website or other information platform (the “Platform”)at a minimum, any document or notice shall mean that the Borrowers word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” Company shall be deemed to have indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Informationauthorized Administrative Agent and its Affiliates, the Administrative Agent shall post Issuing Banks and the Lenders to treat such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Company Materials as not containing any material non-public information with respect to the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender Company or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including securities for purposes of United States federal and state securities laws, ; (y) all Company Materials marked “PUBLIC” are permitted to make reference to information that is not be made available through the “public side information” a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and its Affiliates shall be entitled to treat any Company Materials that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any are not marked “PUBLIC” as being suitable only for posting on a portion of the foregoing for purposes of United States federal or state securities laws. In Platform not designated “Public Side Information.” Notwithstanding anything to the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwisecontrary in this Section 5.1, such “public-side” Lender acknowledges that (i) none of Company or any of its Restricted Subsidiaries will be required to make any disclosure to Administrative Agent, Issuing Banks or any Lender that (a) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other Lenders may have availed themselves than Company or any of such information its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), (b) is subject to attorney-client or similar privilege or constitutes attorney work product or (c) in the case of Section 5.1(i)(B) only, creates an unreasonably excessive expense or burden on Company or any of its Restricted Subsidiaries to produce or otherwise disclose and (ii) none filing with the Securities and Exchange Commission the financial statements of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement Holding required by Sections 5.1(a) and (b) and the other Loan Documentsinformation required by Section 5.1(i)(A) shall satisfy the delivery requirements of Sections 5.1(a), (b) and (i).

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Each Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Public Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak SyndTrak, DebtDomain, ClearPar or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have any Borrower has indicated contains Nonpublic Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Public Lenders. Each Borrower agrees to clearly designate all information provided to Administrative Agent by or on behalf of Borrowers which is suitable to make available to Public Lenders. If the Borrowers have a Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains Nonpublic Non-Public Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to the BorrowersParent, their its Subsidiaries and their securities. The Borrowers acknowledge Notwithstanding the foregoing, the obligations in Sections 5.1(a) and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information be satisfied with respect to Holdingsfinancial information of Parent and its Subsidiaries by furnishing (I) the applicable financial statements of Parent (or any Parent Company) or (II) Parent’s (or any Parent Company) Form 10-K or 10-Q, as applicable, filed with the Borrowers or SEC. Documents required to be delivered pursuant to Section 5.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that date (i) other Lenders may have availed themselves of on which Parent posts such information and documents, or provides a link thereto on the website on the Internet at wxx.xxxxxxxxxxxxx.xxx; or (ii) none on which such documents are posted on Borrowers’ behalf on IntraLinks or another relevant website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent). Each Lender shall be solely responsible for timely accessing posted documents from Administrative Agent and maintaining its copies of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documentsdocuments.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentthis Section 5.1, the Borrowers shall Borrower will indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersNonpublic Information, their Subsidiaries or their securitiesa “Public Lender”) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed by Electronic Transmission (including, through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform approved by the Administrative Agent (the “Platform”)), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall will not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains Nonpublic Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Nonpublic Information with respect to the Borrower, the Subsidiaries and their respective securities. Notwithstanding anything herein to the contrary, the Borrower shall not be obligated to mark any document or notice required to be delivered pursuant to this Section 5.1 as being suitable for posting to the portion of the Platform designated for Public Lenders. The filing by the Borrower of a Form 10-K or Form 10-Q (or any successor or comparable forms) with the Securities and Exchange Commission (or any successor thereto) as at the end of and for any applicable Fiscal Year or Fiscal Quarter will be deemed to satisfy the obligations under Section 5.1(a) or 5.1(b), as applicable, as to the Credit Parties and Subsidiaries covered by such filing to deliver financial statements and a Narrative Report. The obligations referred to in Sections 5.1(a) and 5.1(b) may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of any Parent of the Borrower or (B) any such Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC will constitute delivery under this Section 5.1); provided that with respect to each of the preceding clauses (A) and (B), (1) if and so long as such Parent has no material independent operations, such information is accompanied by consolidating information that need not be audited and that explains in reasonable detail the differences between the information relating to such Parent and its assets and operations, on the one hand, and the information relating to the Borrower and the Subsidiaries on a stand-alone basis, on the other hand, and (2) to the extent such information is in lieu of information required to be provided under Section 5.1(a) such materials are accompanied by a report and opinion of independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (I) will be prepared in accordance with generally accepted auditing standards and (II) will not be subject to any qualification as to the scope of such audit or be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification (other than with respect to (i) an upcoming maturity of the Term Loans or the Revolving Loans or (ii) any actual or anticipated inability to satisfy the Financial Covenants). Any financial statements required to be delivered pursuant to Sections 5.1(a) or 5.1(b) will not be required to contain purchase accounting adjustments relating to the Transactions or any other transaction(s) permitted hereunder (including Permitted Acquisitions or other Investments permitted under Section 6.6) to the extent it is not practicable to include any such adjustments in such financial statements. Notwithstanding anything to the contrary in any Credit Document, neither the Borrower nor any of its Subsidiaries will be required to deliver or disclose to the Administrative Agent or any Lender any financial information or data (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to bona fide attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is prohibited by binding agreements not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv); provided the foregoing will not limit the Borrower’s obligation to deliver financial statements or forecasts pursuant to Section 5.1(a), 5.1(b) and 5.1(k). Borrower hereby authorizes the Administrative Agent to make the financial statements to be provided under Section 5.1(a) and 5.1(b) above, along with the Credit Documents, available to Public Lenders. The Borrower will not request that any other material be posted to Public Lenders without expressly representing and warranting to the Administrative Agent in writing that (A) such materials do not constitute material non-public information with respect to within the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen meaning of the Platform in order to enable such Lender federal securities laws (“MNPI”) or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion (B)(i) each of the Platform Borrower, its Parent (if any) and that may contain Nonpublic Information with respect to Holdingseach of their respective subsidiaries has no outstanding publicly traded securities, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none if at any time the Borrower, its Parent (if any) or any of their respective subsidiaries issues publicly traded securities then prior to the Borrowersissuance of such securities, the Agents Borrower will make such materials that do constitute MNPI publicly available by press release or public filing with the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement Securities and the other Loan DocumentsExchange Commission.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentthis Section 5.1, the Borrowers Borrower shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersBorrower, their its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains solely Nonpublic Information, the Administrative Agent shall and Syndication Agent each reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public nonpublic information with respect to the BorrowersBorrower, their its Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (bi) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf Borrower shall deliver paper copies of such documents to either Administrative Agent, Syndication Agent, Arranger or any Lender that requests Borrower to at all times have selected the “private side information” deliver such paper copies until a written request to cease delivering paper copies is given by such Administrative Agent, Arranger or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none Borrower shall notify each Administrative Agent, Syndication Agent, Arranger and each Lender (by telecopier or electronic mail) of the Borrowersposting of any such documents and provide to Administrative Agent, Syndication Agent and Arranger by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Borrower shall be required to provide paper copies of the Agents or the Joint Lead Arrangers has any responsibility Compliance Certificates required by Section 5.1(e) to Administrative Agent. Syndication Agent, Arranger and, except for such “public-side” Lender’s decision Compliance Certificates, Administrative Agent shall have no obligation to limit request the scope delivery or to maintain copies of the information documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it has obtained in connection with this Agreement and the other Loan Documentsor maintaining its copies of such documents.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Public Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or Section 5.2 otherwise are being distributed through IntraLinks/IntraAgencySyndtrak, Syndtrak Intralinks or another relevant any other Internet or intranet website or other information platform (the “Platform”), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Public Lenders. The Borrower agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower which is suitable to make available to Public Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 or Section 5.2 contains Nonpublic Non-Public Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonNon-public information with respect to the Borrowers, their Subsidiaries and their securitiesPublic Information. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic DB1/ 110470318.9 143 (d) Private Side Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Contacts. Each “public-side” Public Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Public Lender to at all times have selected the “private side informationPrivate Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United Unites States federal and state securities laws, to make reference to information that is not made available through the “public side informationPublic Side Information” portion of the Platform and that may contain Nonpublic Non-Public Information with respect to Holdingsthe Borrower, the Borrowers its Affiliates or the securities of any of the foregoing their securities or loans for purposes of United States federal or state securities laws. In the event that any “public-side” Public Lender has determined for itself not to not access any information disclosed through the Platform or otherwise, such “public-side” Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of neither the Borrowers, Borrower nor the Agents or the Joint Lead Arrangers Administrative Agent has any responsibility for such “public-side” Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.

Certification of Public Information. Company hereby acknowledges that (a) Concurrently with Administrative Agent and its Affiliates may, but shall not be obligated to (except to the delivery extent expressly provided in this Agreement and the other Credit Documents and subject to the confidentiality provisions of any document the Credit Documents) make available to the Lenders and the Issuing Banks materials and/or information provided by or notice required to be delivered pursuant to any Loan Documenton behalf of Company hereunder (collectively, “Company Materials”) by posting Company Materials on IntraLinks or another similar electronic system (the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers “Platform”) and each Lender acknowledge that (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (Lenders that have personnel who do not wish to receive material non-public information (within the meaning of the United States federal or state securities laws) with respect to the BorrowersHolding, their Subsidiaries Company or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Company hereby agrees that so long as Company or Holding is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) and, if documents or notices required all Company Materials that are to be delivered pursuant made available to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgencyPublic Lenders shall be clearly and conspicuously marked “PUBLIC” which, Syndtrak or another relevant website or other information platform (the “Platform”)at a minimum, any document or notice shall mean that the Borrowers word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” Company shall be deemed to have indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Informationauthorized Administrative Agent and its Affiliates, the Administrative Agent shall post Issuing Banks and the Lenders to treat such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Company Materials as not containing any material non-public information with respect to the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender Company or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including securities for purposes of United States federal and state securities laws, ; (y) all Company Materials marked “PUBLIC” are permitted to make reference to information that is not be made available through the “public side information” a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and its Affiliates shall be entitled to treat any Company Materials that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any are not marked “PUBLIC” as being suitable only for posting on a portion of the foregoing for purposes of United States federal or state securities laws. In Platform not designated “Public Side Information.” Notwithstanding anything to the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwisecontrary in this Section 5.1, such “public-side” Lender acknowledges that (i) none of Company or any of its Restricted Subsidiaries will be required to make any disclosure to Administrative Agent, Issuing Banks or any Lender that (a) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other Lenders may have availed themselves than Company or any of such information its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), (b) is subject to attorney-client or similar privilege or constitutes attorney work product or (c) in the case of Section 5.1(i)(B) only, creates an unreasonably excessive expense or burden on Company or any of its Restricted Subsidiaries to produce or otherwise disclose and (ii) none filing with the Securities and Exchange Commission the financial statements of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement Holding required by Sections 5.1(a) and (b) and the other Loan Documentsinformation required by Section 5.1(i)(A) shall satisfy the delivery requirements of Sections 5.1(a), (b) and (i).

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Each Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Public Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak SyndTrak, DebtDomain, ClearPar or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have any Borrower has indicated contains Nonpublic Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Public Lenders. Each Borrower agrees to clearly designate all information provided to Administrative Agent by or on behalf of Borrowers which is suitable to make available to Public Lenders. If the Borrowers have a Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains Nonpublic Non-Public Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to the BorrowersParent, their its Subsidiaries and their securities. The Borrowers acknowledge Notwithstanding the foregoing, the obligations in Sections 5.1(a) and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information be satisfied with respect to Holdingsfinancial information of Parent and its Subsidiaries by furnishing (I) the applicable financial statements of Parent (or any Parent Company) or (II) Parent’s (or any Parent Company’s) Form 10-K or 10-Q, as applicable, filed with the Borrowers or SEC. Documents required to be delivered pursuant to Section 5.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that date (i) other Lenders may have availed themselves of on which Parent posts such information and documents, or provides a link thereto on the website on the Internet at wxx.xxxxxxxxxxxxx.xxx; or (ii) none on which such documents are posted on Borrowers’ behalf on IntraLinks or another relevant website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent). Each Lender shall be solely responsible for timely accessing posted documents from Administrative Agent and maintaining its copies of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documentsdocuments.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Each Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders or have personnel that are “public-side” (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries any Group Member or their its securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak SyndTrak, ClearPar or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have Borrower Representative has indicated contains Nonpublic Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. The Borrower Representative agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrowers (“Borrower Information”) which is suitable to make available to “public-side” lenders and that (x) all such Borrower Information shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (y) by marking Borrower Information “PUBLIC,” the Borrowers shall be deemed to have authorized the Agents, the Arrangers, and the Lenders to treat such Borrower Information as not containing any material nonpublic information (although it may be sensitive and proprietary) with respect to any Group Member or its securities; and (z) all Borrower Information marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”. If the Borrowers have Borrower Representative has not indicated whether a document or notice delivered pursuant to this Section 5.14 any Borrower Information contains Nonpublic Non-Public Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public nonpublic information with respect to the Borrowersany Group Member and its securities; provided, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information Borrower Representative acknowledges and shall agrees that the following documents may be posted promptly distributed to all Lenders such public-side Lenders: (a) the Loan Documents and (b) administrative materials prepared by the Arrangers or the Administrative Agent for prospective Lenders (including any updates theretomeeting invitations, allocations and closing memoranda). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.;

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries and their securities. By marking any documents, information or other data “PUBLIC,” the Borrowers shall be deemed to have authorized the Lenders to treat such documents, information or other data as not containing Nonpublic Information. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Non-public Information with respect to HoldingsParent, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentthis Section 5.1, the Borrowers shall Borrower will indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersNonpublic Information, their Subsidiaries or their securitiesa “Public Lender”) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed by Electronic Transmission (including, through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform approved by the Administrative Agent (the “Platform”)), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall will not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains Nonpublic Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Nonpublic Information with respect to the Borrower, the Subsidiaries and their respective securities. Notwithstanding anything herein to the contrary, the Borrower shall not be obligated to mark any document or notice required to be delivered pursuant to this Section 5.1 as being suitable for posting to the portion of the Platform designated for Public Lenders. The filing by the Borrower of a Form 10-K or Form 10-Q (or any successor or comparable forms) with the Securities and Exchange Commission (or any successor thereto) as at the end 155722702_14171748492_2 of and for any applicable Fiscal Year or Fiscal Quarter will be deemed to satisfy the obligations under Section 5.1(a) or 5.1(b), as applicable, as to the Credit Parties and Subsidiaries covered by such filing to deliver financial statements and a Narrative Report. The obligations referred to in Sections 5.1(a) and 5.1(b) may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of any Parent of the Borrower or (B) any such Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC will constitute delivery under this Section 5.1); provided that with respect to each of the preceding clauses (A) and (B), (1) if and so long as such Parent has no material independent operations, such information is accompanied by consolidating information that need not be audited and that explains in reasonable detail the differences between the information relating to such Parent and its assets and operations, on the one hand, and the information relating to the Borrower and the Subsidiaries on a stand-alone basis, on the other hand, and (2) to the extent such information is in lieu of information required to be provided under Section 5.1(a) such materials are accompanied by a report and opinion of independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (I) will be prepared in accordance with generally accepted auditing standards and (II) will not be subject to any qualification as to the scope of such audit or be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification (other than with respect to (i) an upcoming maturity of the Term Loans or the Revolving Loans or (ii) any actual or anticipated inability to satisfy the Financial Covenants). Any financial statements required to be delivered pursuant to Sections 5.1(a) or 5.1(b) will not be required to contain purchase accounting adjustments relating to the Transactions or any other transaction(s) permitted hereunder (including Permitted Acquisitions or other Investments permitted under Section 6.6) to the extent it is not practicable to include any such adjustments in such financial statements. Notwithstanding anything to the contrary in any Credit Document, neither the Borrower nor any of its Subsidiaries will be required to deliver or disclose to the Administrative Agent or any Lender any financial information or data (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to bona fide attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is prohibited by binding agreements not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv); provided the foregoing will not limit the Borrower’s obligation to deliver financial statements or forecasts pursuant to Section 5.1(a), 5.1(b) and 5.1(k). Borrower hereby authorizes the Administrative Agent to make the financial statements to be provided under Section 5.1(a) and 5.1(b) above, along with the Credit Documents, available to Public Lenders. The Borrower will not request that any other material be posted to Public Lenders without expressly representing and warranting to the Administrative Agent in writing that (A) such materials do not constitute material non-public information with respect to within the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen meaning of the Platform in order to enable such Lender federal securities laws (“MNPI”) or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion (B)(i) each of the Platform Borrower, its Parent (if any) and that may contain Nonpublic Information with respect to Holdingseach of their respective subsidiaries has no outstanding publicly traded securities, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none if at any time the Borrower, its Parent (if any) or any of their respective subsidiaries issues publicly traded securities then prior to the Borrowersissuance of such securities, the Agents Borrower will make such materials that do constitute MNPI publicly available by press release or public filing with the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement Securities and the other Loan DocumentsExchange Commission.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentthis Section 5.1, the Borrowers shall Borrower will indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersNonpublic Information, their Subsidiaries or their securitiesa “Public Lender”) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed by Electronic Transmission (including, through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform approved by the Administrative Agent (the “Platform”)), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall will not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains Nonpublic Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Nonpublic Information with respect to the Borrower, the Subsidiaries and their respective securities. Notwithstanding anything herein to the contrary, the Borrower shall not be obligated to xxxx any document or notice required to be delivered pursuant to this Section 5.1 as being suitable for posting to the portion of the Platform designated for Public Lenders. The filing by the Borrower of a Form 10-K or Form 10-Q (or any successor or comparable forms) with the Securities and Exchange Commission (or any successor thereto) as at the end of and for any applicable Fiscal Year or Fiscal Quarter will be deemed to satisfy the obligations under Section 5.1(a) or 5.1(b), as applicable, as to the Credit Parties and Subsidiaries covered by such filing to deliver financial statements and a Narrative Report. The obligations referred to in Sections 5.1(a) and 5.1(b) may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of any Parent of the Borrower or (B) any such Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC will constitute delivery under this Section 5.1); provided that with respect to each of the preceding clauses (A) and (B), (1) if and so long as such Parent has no material independent operations, such information is accompanied by consolidating information that need not be audited and that explains in reasonable detail the differences between the information relating to such Parent and its assets and operations, on the one hand, and the information relating to the Borrower and the Subsidiaries on a stand-alone basis, on the other hand, and (2) to the extent such information is in lieu of information required to be provided under Section 5.1(a) such materials are accompanied by a report and opinion of independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (I) will be prepared in accordance with generally accepted auditing standards and (II) will not be subject to any qualification as to the scope of such audit or be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification (other than with respect to (i) an upcoming maturity of the Term Loans or the Revolving Loans or (ii) any actual or anticipated inability to satisfy the Financial Covenants). Any financial statements required to be delivered pursuant to Sections 5.1(a) or 5.1(b) will not be required to contain purchase accounting adjustments relating to the Transactions or any other transaction(s) permitted hereunder (including Permitted Acquisitions or other Investments permitted under Section 6.6) to the extent it is not practicable to include any such adjustments in such financial statements. Notwithstanding anything to the contrary in any Credit Document, neither the Borrower nor any of its Subsidiaries will be required to deliver or disclose to the Administrative Agent or any Lender any financial information or data (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to bona fide attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is prohibited by binding agreements not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv); provided the foregoing will not limit the Borrower’s obligation to deliver financial statements or forecasts pursuant to Section 5.1(a), 5.1(b) and 5.1(k). Borrower hereby authorizes the Administrative Agent to make the financial statements to be provided under Section 5.1(a) and 5.1(b) above, along with the Credit Documents, available to Public Lenders. The Borrower will not request that any other material be posted to Public Lenders without expressly representing and warranting to the Administrative Agent in writing that (A) such materials do not constitute material non-public information with respect to within the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen meaning of the Platform in order to enable such Lender federal securities laws (“MNPI” ) or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion (B)(i) each of the Platform Borrower, its Parent (if any) and that may contain Nonpublic Information with respect to Holdingseach of their respective subsidiaries has no outstanding publicly traded securities, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none if at any time the Borrower, its Parent (if any) or any of their respective subsidiaries issues publicly traded securities then prior to the Borrowersissuance of such securities, the Agents Borrower will make such materials that do constitute MNPI publicly available by press release or public filing with the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement Securities and the other Loan DocumentsExchange Commission.

Certification of Public Information. Company hereby acknowledges that (a) Concurrently with Administrative Agent and its Affiliates may, but shall not be obligated to (except to the delivery extent expressly provided in this Agreement and the other Credit Documents and subject to the confidentiality provisions of any document the Credit Documents) make available to the Lenders and the Issuing Banks materials and/or information provided by or notice required to be delivered pursuant to any Loan Documenton behalf of Company hereunder (collectively, “Company Materials”) by posting Company Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers “Platform”) and each Lender acknowledge that (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (Lenders that have personnel who do not wish to receive material non-public information (within the meaning of the United States federal or state securities laws) with respect to the BorrowersHolding, their Subsidiaries Company or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market- related activities with respect to such Persons’ securities. Company hereby agrees that so long as Company or Holding is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) and, if documents or notices required all Company Materials that are to be delivered pursuant made available to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgencyPublic Lenders shall be clearly and conspicuously marked “PUBLIC” which, Syndtrak or another relevant website or other information platform (the “Platform”)at a minimum, any document or notice shall mean that the Borrowers word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” Company shall be deemed to have indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Informationauthorized Administrative Agent and its Affiliates, the Administrative Agent shall post Issuing Banks and the Lenders to treat such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Company Materials as not containing any material non-public information with respect to the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender Company or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including securities for purposes of United States federal and state securities laws, ; (y) all Company Materials marked “PUBLIC” are permitted to make reference to information that is not be made available through the “public side information” a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and its Affiliates shall be entitled to treat any Company Materials that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any are not marked “PUBLIC” as being suitable only for posting on a portion of the foregoing for purposes of United States federal or state securities laws. In Platform not designated “Public Side Information.” Notwithstanding anything to the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwisecontrary in this Section 5.1, such “public-side” Lender acknowledges that (i) none of Company or any of its Restricted Subsidiaries will be required to make any disclosure to Administrative Agent, Issuing Banks or any Lender that (a) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other Lenders may have availed themselves than Company or any of such information its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), (b) is subject to attorney-client or similar privilege or constitutes attorney work product or (c) in the case of Section 5.1(i)(b) only, creates an unreasonably excessive expense or burden on Company or any of its Restricted Subsidiaries to produce or otherwise disclose and (ii) none filing with the Securities and Exchange Commission the financial statements of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.Holding required by Sections -132- 105376510

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.1 or otherwise delivered to any Loan DocumentAgent, the Borrowers Holdings shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Any document or notice required to be delivered pursuant to this Section 5.1 or is otherwise delivered to any Agent shall be deemed to contain Nonpublic Information unless Holdings specifies otherwise. Holdings and each Lender acknowledge acknowledges that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersHoldings, their its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak IntraAgency or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have indicated which contains Nonpublic Information (or is deemed to contain Nonpublic Information) shall not be posted on that portion of the Platform designated for such public-public side Lenders. 11. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Information, the Administrative Agent shall post such document or notice solely on that portion 5.12 of the Platform designated for Lenders who wish to receive material non-public information Credit Agreement (Interest Rate Protection) is hereby amended by deleting the existing section in its entirety and replacing it with respect to the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that following: No later than the list earlier of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to Holdings, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves 90 days following the date of such information the issuance of the Second Lien Notes and (ii) none 270 days following the Closing Date and at all times thereafter, Company shall maintain, or caused to be maintained, in effect one or more Interest Rate Agreements for a term of not less than three (3) years and otherwise in form and substance reasonably satisfactory to Administrative Agent, which Interest Rate Agreements shall effectively limit the Unadjusted Eurodollar Rate Component of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision interest costs to limit the scope Company with respect to an aggregate notional principal amount of not less than 50% of the information it has obtained in connection with this Agreement aggregate principal amount of the Loans and the other Loan DocumentsTerm Loans under and as defined in the First Lien Credit Agreement (as in effect from time to time), to a rate reasonably acceptable to Administrative Agent. 12. Section 6.1(d) of the Credit Agreement (Indebtedness) is hereby amended by deleting the existing provision in its entirety and replacing it with the following:

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Documentthis Section 5.1, the Borrowers shall Borrower will indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the BorrowersNonpublic Information, their Subsidiaries or their securitiesa “Public Lender”) and, if documents or notices required to be delivered pursuant to this Section 5.14 5.1 or otherwise are being distributed by Electronic Transmission (including, through IntraLinks/IntraAgency, Syndtrak SyndTrak or another relevant website or other information platform approved by the Administrative Agent (the “Platform”)), any document or notice that the Borrowers have Borrower has indicated contains Nonpublic Information shall will not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.14 5.1 contains Nonpublic Information, the Administrative Agent shall reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Nonpublic Information with respect to the Borrower, the Subsidiaries and their respective securities. Notwithstanding anything herein to the contrary, the Borrower shall not be obligated to xxxx any document or notice required to be delivered pursuant to this Section 5.1 as being suitable for posting to the portion of the Platform designated for Public Lenders. The filing by the Borrower of a Form 10-K or Form 10-Q (or any successor or comparable forms) with the Securities and Exchange Commission (or any successor thereto) as at the end of and for any applicable Fiscal Year or Fiscal Quarter will be deemed to satisfy the obligations under Section 5.1(a) or 5.1(b), as applicable, as to the Credit Parties and Subsidiaries covered by such filing to deliver financial statements and a Narrative Report. The obligations referred to in Sections 5.1(a) and 5.1(b) may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of any Parent of the Borrower or (B) any such Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC will constitute delivery under this Section 5.1); provided that with respect to each of the preceding clauses (A) and (B), (1) if and so long as such Parent has no material independent operations, such information is accompanied by consolidating information that need not be audited and that explains in reasonable detail the differences between the information relating to such Parent and its assets and operations, on the one hand, and the information relating to the Borrower and the Subsidiaries on a stand-alone basis, on the other hand, and (2) to the extent such information is in lieu of information required to be provided under Section 5.1(a) such materials are accompanied by a report and opinion of independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (I) will be prepared in accordance with generally accepted auditing standards and (II) will not be subject to any qualification as to the scope of such audit or be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification (other than with respect to (i) an upcoming maturity of the Term Loans or the Revolving Loans or (ii) any actual or anticipated inability to satisfy the Financial Covenants). Any financial statements required to be delivered pursuant to Sections 5.1(a) or 5.1(b) will not be required to contain purchase accounting adjustments relating to the Transactions or any other transaction(s) permitted hereunder (including Permitted Acquisitions or other Investments permitted under Section 6.6) to the extent it is not practicable to include any such adjustments in such financial statements. Notwithstanding anything to the contrary in any Credit Document, neither the Borrower nor any of its Subsidiaries will be required to deliver or disclose to the Administrative Agent or any Lender any financial information or data (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by applicable Laws, (iii) that is subject to bona fide attorney client or similar privilege or constitutes attorney work product or (iv) the disclosure of which is prohibited by binding agreements not entered into primarily for the purpose of qualifying for the exclusion in this clause (iv); provided the foregoing will not limit the Borrower’s obligation to deliver financial statements or forecasts pursuant to Section 5.1(a), 5.1(b) and 5.1(k). Borrower hereby authorizes the Administrative Agent to make the financial statements to be provided under Section 5.1(a) and 5.1(b) above, along with the Credit Documents, available to Public Lenders. The Borrower will not request that any other material be posted to Public Lenders without expressly representing and warranting to the Administrative Agent in writing that (A) such materials do not constitute material non-public information with respect to within the Borrowers, their Subsidiaries and their securities. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen meaning of the Platform in order to enable such Lender federal securities laws (“MNPI”) or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion (B)(i) each of the Platform Borrower, its Parent (if any) and that may contain Nonpublic Information with respect to Holdingseach of their respective subsidiaries has no outstanding publicly traded securities, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none if at any time the Borrower, its Parent (if any) or any of their respective subsidiaries issues publicly traded securities then prior to the Borrowersissuance of such securities, the Agents Borrower will make such materials that do constitute MNPI publicly available by press release or public filing with the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement Securities and the other Loan DocumentsExchange Commission.

Certification of Public Information. (a) Concurrently with the delivery of any document or notice required to be delivered pursuant to any Loan Document, the Borrowers shall indicate in writing whether such document or notice contains Nonpublic Information. The Borrowers and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.14 or otherwise are being distributed through IntraLinks/IntraAgency, Syndtrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrowers have indicated contains Nonpublic Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrowers have not indicated whether a document or notice delivered pursuant to this Section 5.14 contains Nonpublic Non-public Information, the Administrative Agent shall post such document or notice solely on that portion of the Platform designated for Lenders who do not wish to receive material non-public information with respect to the Borrowers, their Subsidiaries and their securities. By marking any documents, information or other data “PUBLIC,” the Borrowers shall be deemed to have authorized the Lenders to treat such documents, information or other data as not containing Nonpublic Information. The Borrowers acknowledge and agree that the list of Disqualified Institutions does not constitute Nonpublic Information and shall be posted promptly to all Lenders by the Administrative Agent (including any updates thereto). (b) Each “public-side” Lender as described in paragraph (a) of this Section agrees to cause at least one (1) individual at or on behalf of such Lender to at all times have selected the “private side information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “public side information” portion of the Platform and that may contain Nonpublic Information with respect to HoldingsParent, the Borrowers or the securities of any of the foregoing for purposes of United States federal or state securities laws. In the event that any “public-side” Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such “public-side” Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of the Borrowers, the Agents or the Joint Lead Arrangers has any responsibility for such “public-side” Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.