Common use of Distribution of Materials to Lenders and L/C Issuers Clause in Contracts

Distribution of Materials to Lenders and L/C Issuers. (a) Borrowers acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available to, the Lenders and L/C Issuers by posting such Borrower Materials on an E-System (the “Borrower Workspace”). Borrowers authorize Agent to download copies of its logos from its website and post copies thereof on the Borrower Workspace. Borrowers hereby acknowledge that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive MNPI) (each, a “Public Lender”). Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials 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, (ii) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive, confidential and proprietary) with respect to Borrowers, their Subsidiaries or their securities for purposes of United States federal and state securities laws, (iii) all the Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower Workspace designated “Public Investor”, and (iv) Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Borrower Workspace not designated “Public Investor.” (b) Each Lender and L/C Issuer represents, warrants, acknowledges and agrees that (i) the Borrower Materials may contain MNPI concerning Borrowers, their Affiliates or their securities, (ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all such Borrower Materials in accordance with Section 12.8 and any applicable laws and regulations, including federal and state securities laws and regulations. (c) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning Borrowers, their Affiliates or their securities, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or Borrowers will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the credit facilities, including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on the Lender’s or L/C Issuer’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s or L/C Issuer’s compliance policies and Contractual Obligations and applicable law, including federal and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and Borrower Representative upon oral or written request therefor by Agent or Borrower Representative. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning Borrowers, their Affiliates or their securities.

Distribution of Materials to Lenders and L/C Issuers. (a) The Borrowers acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available to, the Lenders and L/C Issuers by posting such Borrower Materials on an E-System (the “Borrower Workspace”). The Borrowers authorize Agent to download copies of its logos from its website and post copies thereof on the Borrower Workspace. The Borrowers hereby acknowledge that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive MNPI) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials 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, (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive, confidential and proprietary) with respect to the Borrowers, their Subsidiaries or their securities for purposes of United States federal and state securities laws, (iii) all the Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower Workspace designated “Public Investor”, and (iv) Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Borrower Workspace not designated “Public Investor.” (b) Each Lender and L/C Issuer represents, warrants, acknowledges and agrees that (i) the Borrower Materials may contain MNPI concerning the Borrowers, their Affiliates or their securities, (ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all such Borrower Materials in accordance with Section 12.8 and any applicable laws and regulations, including federal and state securities laws and regulations. (c) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning Borrowers, their Affiliates or their securities, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Borrowers will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the credit facilities, including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on the Lender’s or L/C Issuer’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s or L/C Issuer’s compliance policies and Contractual Obligations and applicable law, including federal and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and Borrower Representative upon oral or written request therefor by Agent or Borrower Representative. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Borrowers, their Affiliates or their securities.

Distribution of Materials to Lenders and L/C Issuers. (a) The Borrowers acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available to, the Lenders and L/C Issuers by posting such Borrower Materials on an Intralinks® or a similar E-System (the “Borrower Workspace”). The Borrowers authorize Agent to download copies of its logos from its website and post copies thereof on the Borrower Workspace. The Borrowers hereby acknowledge that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive MNPI) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials 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, (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive, confidential and proprietary) with respect to the Borrowers, their Subsidiaries or their securities for purposes of United States federal and state securities laws, (iii) all the Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower Workspace designated “Public Investor”, and (iv) Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Borrower Workspace not designated “Public Investor.” (b) Each Lender and L/C Issuer represents, warrants, acknowledges and agrees that (i) the Borrower Materials may contain MNPI concerning the Borrowers, their Affiliates or their securities, (ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all such Borrower Materials in accordance with Section 12.8 and any applicable laws and regulations, including federal and state securities laws and regulations. (c) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning Borrowers, their Affiliates or their securities, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Borrowers will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the credit facilities, including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on the Lender’s or L/C Issuer’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s or L/C Issuer’s compliance policies and Contractual Obligations and applicable law, including federal and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and Borrower Representative upon oral or written request therefor by Agent or Borrower Representative. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Borrowers, their Affiliates or their securities.

Distribution of Materials to Lenders and L/C Issuers. (a) Borrowers acknowledge Each Borrower acknowledges and agree agrees that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available toavailable, to the Lenders and the L/C Issuers by posting such Borrower Materials on an Intralinks® or a similar E-System (the “Borrower Workspace”). Borrowers authorize Each Borrower authorizes Agent to download copies of its logos from its website and post copies thereof on the Borrower Workspace. Borrowers . (b) Each Borrower hereby acknowledge agrees that certain if either it or Holdings or any Subsidiary of Holdings has publicly traded equity or debt securities in the Lenders United States of America (U.S.), it shall (and shall cause any such Person, as the case may be “public-side” Lenders be, to) (i.e.i) identify in writing, Lenders and (ii) to the extent reasonably practicable, clearly and conspicuously xxxx such Borrower Materials that do not wish contain any information that is (x) not publicly available with respect to receive MNPIthe Borrowers (or Holdings or any Subsidiary of Holdings, as the case may be) and (eachy) is material with respect to the Borrowers (or Holdings or any Subsidiary of Holdings, a as the case may be) or their securities for purposes of U.S. federal and state securities laws as “Public LenderPUBLIC”). Borrowers hereby agree Each Borrower agrees that they will use commercially reasonable efforts by identifying such Borrower Materials pursuant to identify that portion clause (i) of the preceding sentence and/or marking the Borrower Materials that may be distributed as “PUBLIC” pursuant to clause (ii) of the Public Lenders and that (i) all preceding sentence and/or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers 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, (ii) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Agent and the Lenders entitled to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive, confidential and proprietary“MNPI”) with respect to Borrowersthe Borrowers (or Holdings or any Subsidiary of Holdings, their Subsidiaries or their securities as the case may be) for purposes of United States U.S. federal and state securities laws. Each Borrower further represent, (iii) all warrant, acknowledges and agrees that the Borrower Materials marked “PUBLIC” are permitted following documents and materials shall be deemed to be made available through a portion of PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Borrower Workspace designated “Public Investor”Loan Documents, including the schedules and exhibits attached thereto, and (ivB) administrative materials of a customary nature prepared by the Borrowers or Agent shall be entitled to treat (including, notice of borrowings or conversions, L/C and swingline requests). Before distribution of any Borrower Materials that are not marked “PUBLIC” to prospective Lenders and at the request of Agent, each Borrower agrees (and agrees to cause Holdings or any Subsidiary of Holdings, as being suitable only for posting on the case may be) to execute and deliver to Agent a portion letter in which you authorize distribution of the Borrower Workspace evaluation materials to prospective Lenders and their employees willing to receive material non-public information, and a separate letter in which you authorize distribution of evaluation material that does not designated “Public Investorcontain material non-public information and represent that no material non-public information is contained therein.” (bc) Each Lender and L/C Issuer represents, warrants, acknowledges and agrees that (i) the Borrower Materials may contain MNPI concerning the Borrowers, their Affiliates or their securities, (ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all any such Borrower Materials in accordance with Section 12.8 11.8 and any applicable laws and regulations, including federal and state securities laws and regulations. (cd) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning the Borrowers, their Affiliates or their securities, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Borrowers will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering administering, the credit facilities, including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on the Lender’s or L/C Issuer’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s or L/C Issuer’s compliance policies and Contractual Obligations contractual obligations and applicable law, including federal and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event even within one (1) Business Day) provide such a contact to Agent and Borrower Representative the Borrowers upon oral or written request therefor by Agent or Borrower RepresentativeBorrowers. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Borrowers, their Affiliates or their securities.

Distribution of Materials to Lenders and L/C Issuers. (ai) The Borrowers acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available to, the Lenders and L/C Issuers by posting such Borrower Materials on an E-System (the “Borrower Workspace”). The Borrowers authorize Agent to download copies of its logos from its website and post copies thereof on the Borrower Workspace. The Borrowers hereby acknowledge that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive MNPI) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials 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, (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive, confidential and proprietary) with respect to the Borrowers, their Subsidiaries or their securities for purposes of United States federal and state securities laws, (iii) all the Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower Workspace designated “Public Investor”, and (iv) Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Borrower Workspace not designated “Public Investor.” (bii) Each Lender and L/C Issuer represents, warrants, acknowledges and agrees that (i) the Borrower Materials may contain MNPI concerning the Borrowers, their Affiliates or their securities, (ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all such Borrower Materials in accordance with Section 12.8 and any applicable laws and regulations, including federal and state securities laws and regulations. (ciii) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning Borrowers, their Affiliates or their securities, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Borrowers will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the credit facilities, including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on the Lender’s or L/C Issuer’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s or L/C Issuer’s compliance policies and Contractual Obligations and applicable law, including federal and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and Borrower Representative upon oral or written request therefor by Agent or Borrower Representative. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Borrowers, their Affiliates or their securities.

Distribution of Materials to Lenders and L/C Issuers. (a) Borrowers acknowledge Each Borrower acknowledges and agree agrees that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available toavailable, to the Lenders and the L/C Issuers by posting such Borrower Materials on an Intralinks® or a similar E-System (the “Borrower Workspace”). Borrowers authorize Each Borrower authorizes Agent to download copies of its logos from its website and post copies thereof on the Borrower Workspace. Borrowers . (b) Each Borrower hereby acknowledge agrees that certain if either it or Holdings or any Subsidiary of Holdings has publicly traded equity or debt securities in the Lenders United States of America (U.S.), it shall (and shall cause any such Person, as the case may be “public-side” Lenders be, to) (i.e.i) identify in writing, Lenders and (ii) to the extent reasonably practicable, clearly and conspicuously xxxx such Borrower Materials that do not wish contain any information that is (x) not publicly available with respect to receive MNPIthe Borrowers (or Holdings or any Subsidiary of Holdings, as the case may be) and (eachy) is material with respect to the Borrowers (or Holdings or any Subsidiary of Holdings, a as the case may be) or their securities for purposes of U.S. federal and state securities laws as “Public LenderPUBLIC”). Borrowers hereby agree Each Borrower agrees that they will use commercially reasonable efforts by identifying such Borrower Materials pursuant to identify that portion clause (i) of the preceding sentence and/or marking the Borrower Materials that may be distributed as “PUBLIC” pursuant to clause (ii) of the Public Lenders and that (i) all preceding sentence and/or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers 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, (ii) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Agent and the Lenders entitled to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive, confidential and proprietary“MNPI”) with respect to Borrowersthe Borrowers (or Holdings or any Subsidiary of Holdings, their Subsidiaries or their securities as the case may be) for purposes of United States U.S. federal and state securities laws. Each Borrower further represent, (iii) all warrant, acknowledges and agrees that the Borrower Materials marked “PUBLIC” are permitted following documents and materials shall be deemed to be made available through a portion of PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Borrower Workspace designated “Public Investor”Loan Documents, including the schedules and exhibits attached thereto, and (ivB) administrative materials of a customary nature prepared by the Borrowers or Agent shall be entitled to treat (including, notice of borrowings or conversions, L/C and swingline requests). Before distribution of any Borrower Materials that are not marked “PUBLIC” to prospective Lenders and at the request of Agent, each Borrower agrees (and agrees to cause Holdings or any Subsidiary of Holdings, as being suitable only for posting on the case may be) to execute and deliver to Agent a portion letter in which you authorize distribution of the Borrower Workspace evaluation materials to prospective Lenders and their employees willing to receive material non-public information, and a separate letter in which you authorize distribution of evaluation material that does not designated “Public Investorcontain material non-public information and represent that no material non-public information is contained therein.” (bc) Each Lender and L/C Issuer represents, warrants, acknowledges and agrees that (i) the Borrower Materials may contain MNPI concerning the Borrowers, their Affiliates or their securities, (ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all any such Borrower Materials in accordance with Section 12.8 11.8 and any applicable laws and regulations, including federal and state securities laws and regulations. (cd) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning the Borrowers, their Affiliates or their securities, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Borrowers will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering administering, the credit facilities, including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on the Lender’s or L/C Issuer’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s or L/C Issuer’s compliance policies and Contractual Obligations contractual obligations and applicable law, including federal and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event even within one (1) Business Day) provide such a contact to Agent and Borrower Representative the Borrowers upon oral or written request therefor by Agent or Borrower RepresentativeBorrowers. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Borrowers, their Affiliates or their securities.” (d) The definition of “EBITDA” contained in Annex A to the Credit Agreement, Definitions, is hereby modified and amended by (i) deleting “and” after clause (ix) thereof, (ii) inserting “, and” immediately after clause (x) thereof, and (iii) inserting the following clause (xi) immediately after such clause (x):

Distribution of Materials to Lenders and L/C Issuers. (a) Borrowers acknowledge Each Borrower acknowledges and agree agrees that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available toavailable, to the Lenders and the L/C Issuers by posting such Borrower Materials on an Intralinks® or a similar E-System (the “Borrower Workspace”). Borrowers authorize Each Borrower authorizes Agent to download copies of its logos from its website and post copies thereof on the Borrower Workspace. Borrowers . (b) Each Borrower hereby acknowledge agrees that certain if either it or Holdings or any Subsidiary of Holdings has publicly traded equity or debt securities in the Lenders United States of America, it shall (and shall cause any such Person, as the case may be “public-side” Lenders be, to) (i.e.i) identify in writing, Lenders and (ii) to the extent reasonably practicable, clearly and conspicuously xxxx such Borrower Materials that do not wish contain any information that is (x) not publicly available with respect to receive MNPIthe Borrowers (or Holdings or any Subsidiary of Holdings, as the case may be) and (eachy) is material with respect to the Borrowers (or Holdings or any Subsidiary of Holdings, a as the case may be) or their securities for purposes of U.S. federal and state securities laws as “Public LenderPUBLIC”). Borrowers hereby agree Each Borrower agrees that they will use commercially reasonable efforts by identifying such Borrower Materials pursuant to identify that portion clause (i) of the preceding sentence and/or marking the Borrower Materials that may be distributed as “PUBLIC” pursuant to clause (ii) of the Public Lenders and that (i) all preceding sentence and/or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers 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, (ii) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Agent and the Lenders entitled to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive, confidential and proprietary“MNPI”) with respect to Borrowersthe Borrowers (or Holdings or any Subsidiary of Holdings, their Subsidiaries or their securities as the case may be) for purposes of United States U.S. federal and state securities laws. Each Borrower further represents, (iii) all warrants, acknowledges and agrees that the Borrower Materials marked “PUBLIC” are permitted following documents and materials shall be deemed to be made available through a portion of PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Borrower Workspace designated “Public Investor”Loan Documents, including the schedules and exhibits attached thereto, and (ivB) administrative materials of a customary nature prepared by the Borrowers or Agent shall be entitled to treat (including, notice of borrowings or conversions, L/C and swingline requests). Before distribution of any Borrower Materials that are not marked “PUBLIC” to prospective Lenders and at the request of Agent, each Borrower agrees (and agrees to cause Holdings or any Subsidiary of Holdings, as being suitable only for posting on the case may be) to execute and deliver to Agent a portion letter in which you authorize distribution of the Borrower Workspace evaluation materials to prospective Lenders and their employees willing to receive material non-public information, and a separate letter in which you authorize distribution of evaluation material that does not designated “Public Investorcontain material non-public information and represent that no material non-public information is contained therein.” (bc) Each Lender and L/C Issuer represents, warrants, acknowledges and agrees that (i) the Borrower Materials may contain MNPI concerning the Borrowers, their Affiliates or their securities, (ii) it has developed compliance policies and procedures regarding the handling and use of MNPI, and (iii) it shall use all such Borrower Materials in accordance with Section 12.8 11.8 and any applicable laws and regulations, including federal and state securities laws and regulations. (cd) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning the Borrowers, their Affiliates or their securities, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Borrowers will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering administering, the credit facilities, including this Agreement and the other Loan Documents, to the credit contact(s) identified for receipt of such information on the Lender’s or L/C Issuer’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s or L/C Issuer’s compliance policies and Contractual Obligations contractual obligations and applicable law, including federal and state securities laws; provided that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event even within one (1) Business Day) provide such a contact to Agent and Borrower Representative the Borrowers upon oral or written request therefor by Agent or Borrower RepresentativeBorrowers. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Borrowers, their Affiliates or their securities.