Common use of Platform Clause in Contracts

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by posting the Borrower Materials on Debt DomainAgent, IntraLinks, Syndtrak or another similar including electronic delivery (if possible) upon request by the Agent to an electronic system maintained by the Agent (the “Platform”) ). The Borrowers shall notify the Agent of each posting of Borrower Materials on the Platform and (b) certain the materials shall be deemed received by the Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public the Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” The Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY THE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event The Lenders acknowledge that Borrower Materials may include material non-public information of the Loan Parties and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Loan Party’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender the Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that Borrower Materials may be delivered pursuant to procedures approved by the Administrative Agent, including electronic delivery (aif possible) upon request by the Administrative Agent may, but to an electronic system maintained by the Administrative Agent (“Platform”). The Borrower Representative shall not be obligated to, make available to Lenders notify the Borrower Materials by Administrative Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by the Administrative Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public the Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY THE ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event shall The Lenders acknowledge that Borrower Materials may include material non- public information of the Credit Parties and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Credit Party’s securities. None of the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) Party thereof shall have any liability to Borrowersthe Credit Parties, any Lender the Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.Platform

Platform. Borrowers hereby acknowledge (i) The Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Loan Parties or their 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. Borrowers . (ii) The Borrower hereby agree acknowledges hereby agrees that so long as any Loan Party 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such Communications (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials such Communications (ii) “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, Lead Arrangers and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Loan Party or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that (a) The Borrower shall use its commercially reasonable best efforts to transmit to the Administrative Agent mayall information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a notice of borrowing or other extension of credit or a conversion of an existing interest rate on any Loan or Borrowing (including, without limitation, any Notice of Conversion), (ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Extension of Credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to xxxxxxxxxxxxxxx@xxxxxxxxx.xxx (or such other e-mail address designated by the Administrative Agent from time to time). In addition, the Borrower shall not be obligated tocontinue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. Each Lender, each Issuing Bank and the Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders and the Borrower Materials Issuing Banks by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak IntraLinks or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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); (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that upon written notice to the extent Administrative Agent and the Borrower, any Lender or any Issuing Bank (such lender a “Declining Lender”) may decline to receive Communications via the Platform and shall direct the Borrower Materials constitute Informationto provide, they and the Borrower shall be treated so provide, such Communications to such Declining Lender by delivery to such Declining Lender’s address set forth on the signature pages hereto, or as specified in the Lender Assignment or Assignment and Acceptance pursuant to which it became a Lender or as otherwise directed in such notice. Subject to the conditions set forth in the proviso in the immediately preceding sentence, nothing in this Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion 11.14 shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified herein. (b) Each Lender and Issuing Bank (other than a Declining Lender) agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform designated “Public Side Information;” shall constitute effective delivery of such Communications to such Lender or such Issuing Bank, as applicable, for purposes of this Agreement. Each Lender and Issuing Bank (other than a Declining Lender) agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender or such Issuing Bank, as applicable, to which the foregoing notice may be sent by electronic transmission and (zii) that the foregoing notice may be sent to such e-mail address. (c) Each party hereto (other than a Declining Lender) agrees that any electronic communication referred to in this Section 11.14 shall be deemed delivered upon the posting of a record of such communication as “sent” in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent, upon the posting of a record of such communication as “received” in the e-mail system of the Administrative Agent, provided that if such communication is not so received by the Administrative Agent during the normal business hours of the Administrative Agent, such communication shall be entitled to treat any Borrower Materials deemed delivered at the opening of business on the next business day for the Administrative Agent. (d) Each party hereto acknowledges that the distribution of material through an electronic medium is not necessarily secure and there are not marked confidentiality and other risks associated with such distribution. (e) EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT: (i) NONE OF THE ADMINISTRATIVE AGENT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” CITIGROUP PARTIES”) WARRANTS THE ADEQUACY OF THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT OR THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMANY COMMUNICATIONS, AND EACH CITIGROUP PARTY EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. IN ANY COMMUNICATIONS, AND (ii) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT CITIGROUP PARTY IN CONNECTION WITH THE BORROWER MATERIALS ANY COMMUNICATIONS OR THE PLATFORM. In no event . (f) This Section 11.14 shall terminate on the date that neither CUSA nor any of the Citigroup Parties is the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyunder this Agreement.

Platform. Borrowers hereby acknowledge (i) Each of the Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their 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. Borrowers . (ii) Each Borrower hereby agree acknowledges hereby agrees that so long as any Borrower 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such Communications shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent Agent, Lead Arranger and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersany Borrower, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorBorrower’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that Borrower Materials shall be delivered pursuant to procedures approved by the Administrative Agent, including via e-mail and other electronic delivery (aif possible) upon request by the Administrative Agent may, but to an electronic system maintained by the Administrative Agent (“Platform”). Obligor Representative shall not be obligated to, make available to Lenders notify the Borrower Materials by Administrative Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by the Administrative Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY THE ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Lenders acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender Obligor, any Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’the Platform or delivery of Borrower Materials, notices and other information through the Platform, any other Obligor’s electronic platform or Administrative Agent’s transmission of Borrower Materials electronic messaging service, or through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge (i) Holdings and each Borrower agree that (a) the Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials any Communications by posting the Borrower Materials such Communication on Debt Domain, IntraLinks, Syndtrak SyndTrak or another similar any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Platform”). (ii) Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and (b) certain the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of Lenders (eachthe Lenders, a “Public Lender”) may have personnel who do each of the Issuing Banks, Holdings and each of the Borrowers acknowledges and agrees that the distribution of material through an electronic medium is not wish to receive material non-public information with respect to Borrowers necessarily secure, that the Administrative Agent is not responsible for approving or their Affiliates, vetting the representatives or the respective securities contacts of any Lender that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the foregoingLenders, each of the Issuing Banks, Holdings and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. each of the Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion approves distribution of the Platform designated “Public Side Information;” and (z) Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of Communications through the Platform not designated “Public Side Informationand understands and assumes the risks of such distribution.” (iii) THE PLATFORM IS AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ”. THE AGENT APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM, PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN THE BORROWER MATERIALSPLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER MATERIALS COMMUNICATIONS OR THE PLATFORM. In no event IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN APPLICABLE PARTY OR ANY OF ITS RELATED PARTIES. (iv) Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank (as applicable) for purposes of the Loan Documents. Each Lender and each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or any Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. (v) Nothing herein shall prejudice the right of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersAdministrative Agent, any Lender or any Issuing Bank to give any notice or other Person for losses, claims, damages, liabilities or expenses of communication pursuant to any kind (whether Loan Document in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that manner specified in such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyLoan Document.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrower shall notify Agent of each posting the of Borrower Materials on Debt Domainthe Platform and the materials shall be deemed received by Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Secured Parties on the Platform, IntraLinks, Syndtrak or another similar electronic system (the and Obligors and Secured Parties acknowledge that “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do public” information is not wish to receive segregated from material non-public information with respect to Borrowers on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or their Affiliates, or the respective securities completeness of any information on the Platform nor the adequacy or functioning of the foregoingPlatform, and who may be engaged expressly disclaims liability for any errors or omissions in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that or any issues involving the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to Platform or over the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyinternet.

Platform. Borrowers Each Borrower hereby acknowledge acknowledges that (a) the Administrative Agent may, but shall not be obligated to, will make available to the Lenders and the Issuing Lenders materials and/or information provided by, or on behalf of, GEO, its Subsidiaries and the Other Consolidated Persons hereunder (collectively, the “Borrower Materials Materials”) by posting the Borrower Materials on Debt DomainIntralinks, IntraLinks, Syndtrak DebtDomain or another similar electronic system (the “Platform”) or otherwise in accordance with the Administrative Agent’s standard practices, and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information with respect to GEO, its Subsidiaries or their respective securities of any of the foregoing (collectively, “MNPI”) (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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)). Borrowers Each Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; , (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities MNPI for purposes of foreign or United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.12(b); ), (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;Investor,” and (z) the Administrative 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 Platform not designated marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless GEO notifies the Administrative Agent promptly that any such document contains MNPI: (i) the Loan Documents, (ii) any notification of changes in the terms of the Commitments or the Loans and (iii) all information furnished pursuant to Section 5.01(a), (b) and (e). Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information.” portion of the Platform and that may contain MNPI. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (AS DEFINED BELOW) DO NOT WARRANT WARRANTS THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS ANY COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM, PLATFORM AND EACH EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN ANY COMMUNICATIONS ON OR THROUGH THE BORROWER MATERIALSPLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONNONINFRINGEMENT OF THIRD-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY AGENT PARTY OF ITS RELATED PARTIES IN CONNECTION WITH THE BORROWER MATERIALS ANY SUCH COMMUNICATIONS OR THE PLATFORM. In no event shall Administrative Agent or any IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY BORROWER OR ANY OF THEIR RESPECTIVE AFFILIATES, ANY SECURED PARTY OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWERS’ OR ANY OF THEIR AFFILIATES’ OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Each Lender agrees that receipt of its Related Parties notice to it (collectively, as provided above) specifying that the “Agent Parties”) communications have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except been posted to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct Platform shall constitute effective delivery of such Agent Partycommunications to such Lender for purposes of the Loan Documents.

Platform. Borrowers hereby acknowledge that (a) Xxxxxxxx agrees that Administrative Agent and Xxxx Lead Arranger may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another a substantially similar electronic transmission system (the “Platform”) and ). (b) Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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. Borrowers Borrower hereby agree agrees that (wi) all Borrower Materials Communications that are to be made available to Public Lenders 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; (xii) by marking Borrower Materials Communications “PUBLIC,” Borrowers Borrower shall be deemed to have authorized Administrative Agent Agent, the Lenders, and Lenders Sole Lead Arranger to treat such Borrower Materials Communications as not containing any material non-public information with respect to Borrowers Borrower or any Affiliate thereof or their respective securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13)laws; (yiii) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” Platform; and (ziv) Administrative Agent and Sole Lead Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Non-Public Side Information.” (c) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the accuracy or completeness of the Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall Administrative Agent Agent, Sole Lead Arranger, or any of its Related Parties their Affiliates (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorBorrower’s or Administrative AgentAgent Party’s transmission or posting of Borrower Materials Information through the Internet; Platform or via email, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out are determined by a court of Administrative Agent’s transmission of Borrower Materials competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party.; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “

Platform. Borrowers hereby acknowledge (i) The Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Loan Parties or their 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. Borrowers . (ii) The Borrower hereby agree acknowledges hereby agrees that so long as any Loan Party 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such Communications shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials such Communications “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Loan Party or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge (i) Each Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuers and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Loan Parties or their 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. Borrowers . (ii) Each Borrower hereby agree acknowledges hereby agrees that so long as any Loan Party 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials (ii) “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent Agent, the Arrangers and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Loan Party or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The Borrowers acknowledge and agree that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent on the Platform, including the portion of the Platform that is designated for Public Lenders. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrowers or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.19); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “AS ISPUBLIC.” (ii) The Platform is provided “as is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligorthe Borrower’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed to the extent that a court Administrative Agent or any Lender by means of competent jurisdiction by final and non-appealable judgment has determined that such losseselectronic communications pursuant to this Section, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from including through the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge Each Company further agrees that (a) Administrative Agent may, but shall not be obligated to, may make the Communications available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak SyndTrak or another a substantially similar electronic transmission system (the “Platform”) and (b) ). The Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that so long as the Borrower is the issuer of any outstanding Debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, it will, upon request, use commercially reasonable efforts to assist the Administrative Agent in identifying that portion of the Communications that may be distributed to the Public Lenders and that (w1) all Borrower Materials that are to be made available to Public Lenders such Communications 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; (x2) by marking Borrower Materials Communications “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Confidential Information, they shall be treated as set forth in Section 15.1314.14); (y3) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z4) the Administrative Agent and the any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the and Issuing Banks Borrower Materials by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent Agent, Issuing Banks and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1314.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable nonappealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers Each Borrower hereby acknowledge acknowledges that (a) the Administrative Agent may, but shall not be obligated to, will make available to the Lenders and the Issuing Lenders materials and/or information provided by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information with respect to the Borrowers or their respective Subsidiaries or the respective securities of any of the foregoing (collectively, “MNPI”) (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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). Borrowers Each Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; , (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities MNPI for purposes of foreign or United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.12(b); ), (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;Investor,” and (z) the Administrative 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 Platform not designated marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless GEO notifies the Administrative Agent promptly that any such document contains MNPI: (i) the Loan Documents, (ii) notification of changes in the terms of the Commitments or the Loans and (iii) all information delivered pursuant to Section 5.01(a), (b) and (e). Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information.” portion of the Platform and that may contain material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (AS DEFINED BELOW) DO NOT WARRANT WARRANTS THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS ANY COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM, PLATFORM AND EACH EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN ANY COMMUNICATIONS ON OR THROUGH THE BORROWER MATERIALSPLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONNONINFRINGEMENT OF THIRD-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY AGENT PARTY OF ITS RELATED PARTIES IN CONNECTION WITH THE BORROWER MATERIALS ANY SUCH COMMUNICATIONS OR THE PLATFORM. In no event shall Administrative Agent or any IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY BORROWER OR ANY OF THEIR RESPECTIVE AFFILIATES, ANY CREDIT PARTY OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWERS’ OR ANY OF THEIR AFFILIATES’ OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Each Lender agrees that receipt of its Related Parties notice to it (collectively, as provided above) specifying that the “Agent Parties”) communications have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except been posted to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct Platform shall constitute effective delivery of such Agent Partycommunications to such Lender for purposes of the Loan Documents.

Platform. Borrowers hereby acknowledge Each Dealer and each Lender agrees that Agent may make materials or information provided by or on behalf of Dealers hereunder (acollectively, “Dealer Materials”) Administrative Agent may, but shall not be obligated to, make available to the Lenders the Borrower Materials by posting the Borrower Materials communications on Debt Domain, IntraLinks, Syndtrak SyndTrak or another a substantially similar secure electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of the Dealer Materials, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by Agent in connection with the Dealer Materials or the Platform. In no event shall Agent or any of the Agent-Related Persons have any liability to the Dealers, any Lender or any other Person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) and (b) arising out of any Dealer’s or Agent’s transmission of communications through the Internet, except to the extent the liability of such Person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Person’s gross negligence or willful misconduct. Each Dealer further agrees that certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Dealers or their Affiliatessecurities) (each, 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’ securitiesa “Public Lender”). Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers The Dealers shall be deemed to have authorized Administrative Agent and its Affiliates and the Lenders to treat such Borrower Dealer Materials marked “PUBLIC” or otherwise at any time filed with the SEC as not containing any material non-public information with respect to Borrowers the Dealers or their securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower laws. All Dealer Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;Investor” (or another similar term). Agent and (z) Administrative Agent its Affiliates and the Lenders shall be entitled to treat any Borrower Dealer Materials that are not marked “PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not designated marked as “Public Side InformationInvestor” (or such other similar term).” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge that Borrower Materials shall be delivered pursuant to procedures approved by Administrative Agent, including electronic delivery (aif possible) upon request by Administrative Agent mayon Syndtrak, but ClearPar, or a substantially similar electronic transmission system maintained by Administrative Agent (“Platform”). The Borrower shall not notify Administrative Agent of each posting of Borrower Materials to be obligated toprovided by them, make available to Lenders which notice may be communicated electronically in accordance with Section 15.4.2 and the Borrower Materials shall be deemed received by posting the Administrative Agent only upon its receipt of such notice. Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (providedissues involving the Platform, however, that except to the extent such Borrower Materials constitute Informationerrors, they shall be treated omissions or issues arise as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion result of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSAgent’s gross negligence or willful misconduct. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event shall Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. Administrative Agent, each Secured Party, each Obligor and each Lender acknowledge that (a) the information on the Platform may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information, and (c) it will handle such material non-public information in accordance with Applicable Law. No Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) Indemnitee shall have any liability to Borrowersthe Borrower, any Lender Guarantor, Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; Platform or over the internet, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of any kind (whether in tort, contract or otherwise) arise as a result of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partymisconduct.

Platform. Borrowers hereby acknowledge that (a) Each Borrower shall use its commercially reasonable best efforts to transmit to the Administrative Agent mayall information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a notice of borrowing or other extension of credit or a conversion of an existing interest rate on any Loan or Borrowing (including, without limitation, any Notice of Conversion), (ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Extension of Credit hereunder (all such non-excluded communications being referred to herein collectively as "COMMUNICATIONS"), in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to oploanswebadmin@citigroup.com (or such other e-mail address designated xx xxx Xxxxxxxxxxxxxx Xxxxx xrom time to time). In addition, each Borrower shall not be obligated tocontinue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. Each Lender, each Issuing Bank and the Borrowers further agree that the Administrative Agent may make the Communications available to the Lenders and the Borrower Materials Issuing Banks by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak IntraLinks or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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"PLATFORM"); (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that upon written notice to the extent Administrative Agent and the Company, any Lender or any Issuing Bank (such Borrower Materials constitute Informationlender a "DECLINING LENDER") may decline to receive Communications via the Platform and shall direct the Company to provide, they and the Company shall be treated so provide, such Communications to such Declining Lender by delivery to such Declining Lender's address set forth on the signature pages hereto, or as specified in the Lender Assignment pursuant to which it became a Lender or as otherwise directed in such notice. Subject to the conditions set forth in the proviso in the immediately preceding sentence, nothing in this Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion 11.14 shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified herein. (b) Each Lender and Issuing Bank (other than a Declining Lender) agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform designated “Public Side Information;” shall constitute effective delivery of such Communications to such Lender or such Issuing Bank, as applicable, for purposes of this Agreement. Each Lender and Issuing Bank (other than a Declining Lender) agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender or such Issuing Bank, as applicable, to which the foregoing notice may be sent by electronic transmission and (zii) that the foregoing notice may be sent to such e-mail address. (c) Each party hereto (other than a Declining Lender) agrees that any electronic communication referred to in this Section 11.14 shall be deemed delivered upon the posting of a record of such communication as "sent" in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent, upon the posting of a record of such communication as "received" in the e-mail system of the Administrative Agent, provided that if such communication is not so received by the Administrative Agent during the normal business hours of the Administrative Agent, such communication shall be entitled to treat any Borrower Materials deemed delivered at the opening of business on the next business day for the Administrative Agent. (d) Each party hereto acknowledges that the distribution of material through an electronic medium is not necessarily secure and there are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationconfidentiality and other risks associated with such distribution.” (e) EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT: (i) NONE OF THE ADMINISTRATIVE AGENT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE "CITIGROUP PARTIES") WARRANTS THE ADEQUACY OF THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT OR THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMANY COMMUNICATIONS, AND EACH CITIGROUP PARTY EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. IN ANY COMMUNICATIONS, AND (ii) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT CITIGROUP PARTY IN CONNECTION WITH THE BORROWER MATERIALS ANY COMMUNICATIONS OR THE PLATFORM. In no event . (f) This Section 11.14 shall terminate on the date that neither CUSA nor any of the Citigroup Parties is the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyunder this Agreement.

Platform. Borrowers hereby acknowledge (i) The Borrower (on behalf of itself and each other Loan Party) agrees that (aA) the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) (including of materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”)) available to the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinksIntralinks, Syndtrak or another a substantially similar electronic transmission system (the “Platform”) ), and (bB) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, 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’ securitiesa “Public Lender”). Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1311.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Investor”; and (z) the Administrative 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 Platform not designated marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents (excluding any schedules thereto) and (2) any notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. (ii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative The Agent or any of its Related Parties (collectively, as defined below) do not warrant the “Agent Parties”) have any adequacy of the Platform and expressly disclaim liability to Borrowers, any Lender for errors or any other Person for losses, claims, damages, liabilities or expenses omissions in the Communications. No warranty of any kind (whether in tortkind, contract express, implied or otherwise) arising out statutory, including any warranty of Borrowers’merchantability, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that fitness for a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.101 Credit Agreement

Platform. Borrowers hereby acknowledge that Borrower Materials shall be delivered pursuant to procedures approved by Administrative Agent, including electronic delivery (aif possible) upon request by Administrative Agent may, but to an electronic system maintained by Administrative Agent (“Platform”). Borrowers shall not be obligated to, make available to Lenders the Borrower Materials by notify Administrative Agent of each posting the of Borrower Materials on Debt Domainthe Platform and the materials shall be deemed received by Administrative Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Lenders<Secured Parties on the Platform, IntraLinks, Syndtrak or another similar electronic system (the and Obligors and Secured Parties acknowledge that “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do public” information is not wish to receive segregated from material non-public information with respect to Borrowers information> on the Platform. The Platform is provided “as is” and “as available.” Administrative Agent does not warrant the accuracy or their Affiliates, or the respective securities completeness of any information on the Platform nor the adequacy or functioning of the foregoingPlatform, and who may be engaged expressly disclaims liability for any errors or omissions in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that or any issues involving the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Lenders<Secured Parties> acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender Lenders<Secured Parties> or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to Platform< or over the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyinternet>.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by the Agent, including electronic delivery (if possible) upon request by the Agent to an electronic system maintained by the Agent (“Platform”). The Borrowers shall notify the Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by the Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public the Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” The Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY THE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event The Lenders acknowledge that Borrower Materials may include material non-public information of the Loan Parties and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Loan Party’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender the Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar Amended & Restated Loan Agreement (PF) electronic system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge that (a) Each Borrower shall use its commercially reasonable best efforts to transmit to the Administrative Agent mayall information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a notice of borrowing or other extension of credit or a conversion of an existing interest rate on any Loan or Borrowing (including, without limitation, any Notice of Conversion), (ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Extension of Credit hereunder (all such non-excluded communications being referred to herein collectively as "COMMUNICATIONS"), in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to oploanswebadmin@citigroup.com (or such other e-mail address designatex xx xxx Xxxxxxxxxxxxxx Xxxxx from time to time). In addition, each Borrower shall not be obligated tocontinue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. Each Lender, each Issuing Bank and the Borrowers further agree that the Administrative Agent may make the Communications available to the Lenders and the Borrower Materials Issuing Banks by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak IntraLinks or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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"PLATFORM"); (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that upon written notice to the extent Administrative Agent and the Company, any Lender or any Issuing Bank (such Borrower Materials constitute Informationlender a "DECLINING LENDER") may decline to receive Communications via the Platform and shall direct the Company to provide, they and the Company shall be treated so provide, such Communications to such Declining Lender by delivery to such Declining Lender's address set forth on the signature pages hereto, or as specified in the Lender Assignment pursuant to which it became a Lender or as otherwise directed in such notice. Subject to the conditions set forth in the proviso in the immediately preceding sentence, nothing in this Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion 11.14 shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified herein. (b) Each Lender and Issuing Bank (other than a Declining Lender) agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform designated “Public Side Information;” shall constitute effective delivery of such Communications to such Lender or such Issuing Bank, as applicable, for purposes of this Agreement. Each Lender and Issuing Bank (other than a Declining Lender) agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender or such Issuing Bank, as applicable, to which the foregoing notice may be sent by electronic transmission and (zii) that the foregoing notice may be sent to such e-mail address. (c) Each party hereto (other than a Declining Lender) agrees that any electronic communication referred to in this Section 11.14 shall be deemed delivered upon the posting of a record of such communication as "sent" in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent, upon the posting of a record of such communication as "received" in the e-mail system of the Administrative Agent, provided that if such communication is not so received by the Administrative Agent during the normal business hours of the Administrative Agent, such communication shall be entitled to treat any Borrower Materials deemed delivered at the opening of business on the next business day for the Administrative Agent. (d) Each party hereto acknowledges that the distribution of material through an electronic medium is not necessarily secure and there are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationconfidentiality and other risks associated with such distribution.” (e) EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT: (i) NONE OF THE ADMINISTRATIVE AGENT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE "CITIGROUP PARTIES") WARRANTS THE ADEQUACY OF THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT OR THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMANY COMMUNICATIONS, AND EACH CITIGROUP PARTY EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. IN ANY COMMUNICATIONS, AND (ii) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT CITIGROUP PARTY IN CONNECTION WITH THE BORROWER MATERIALS ANY COMMUNICATIONS OR THE PLATFORM. In no event . (f) This Section 11.14 shall terminate on the date that neither CUSA nor any of the Citigroup Parties is the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyunder this Agreement.

Platform. Borrowers The Borrower hereby acknowledge that acknowledges that: (ai) Administrative Agent may, but shall not be obligated to, may make available to Lenders the Borrower Specified Materials by posting some or all of the Borrower Specified Materials on Debt Domain, IntraLinks, Syndtrak or another similar an Electronic Platform; (ii) the distribution of materials and information through an electronic system (the “Platform”) medium is not necessarily secure and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment that there are confidentiality and other market-related activities risks associated with respect to any such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly distribution, the Electronic Platform is provided and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently used on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED an “AS IS,” AND “AS AVAILABLE.” basis; and (iii) neither Administrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency or sequencing of the Specified Materials posted on the Electronic Platform. ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND ITS AFFILIATES, EXPRESSLY AND SPECIFICALLY DISCLAIMS, WITH RESPECT TO THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT ELECTRONIC PLATFORM, DELAYS IN POSTING OR DELIVERY, OR PROBLEMS ACCESSING THE ACCURACY OR COMPLETENESS OF SPECIFIED MATERIALS POSTED ON THE BORROWER MATERIALS OR THE ADEQUACY OF THE ELECTRONIC PLATFORM, AND EXPRESSLY DISCLAIM ANY LIABILITY FOR ERRORS ANY LOSSES, COSTS, EXPENSES OR LIABILITIES THAT MAY BE SUFFERED OR INCURRED IN OR OMISSIONS FROM CONNECTION WITH THE BORROWER MATERIALSELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSES, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ADMINISTRATIVE AGENT OR ANY AGENT PARTY OF ITS AFFILIATES IN CONNECTION WITH THE BORROWER MATERIALS OR THE ELECTRONIC PLATFORM. In no event shall Administrative Agent or Each Lender hereby agrees that notice to it in accordance with Section 10.02(a)(i) specifying that any of its Related Parties (collectively, the “Agent Parties”) Specified Materials have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except been posted to the extent that a court Electronic Platform shall, for purposes of competent jurisdiction by final and non-appealable judgment has determined that this Agreement, constitute effective delivery to such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct Lender of such Agent PartySpecified Materials. (1) ACKNOWLEDGES THAT THE SPECIFIED MATERIALS, INCLUDING INFORMATION FURNISHED TO IT BY ANY CREDIT PARTY OR ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THE LOAN DOCUMENTS, MAY INCLUDE MATERIAL, NON PUBLIC INFORMATION CONCERNING ANY OF THE CREDIT PARTIES AND THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE SECURITIES; AND (2) CONFIRMS THAT: (I) IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL, NON PUBLIC INFORMATION; (II) IT WILL HANDLE SUCH MATERIAL, NON PUBLIC INFORMATION IN ACCORDANCE WITH SUCH PROCEDURES AND APPLICABLE LAWS, INCLUDE FEDERAL AND STATE SECURITIES LAWS; AND (III) IT HAS IDENTIFIED IN ITS ADMINISTRATIVE DETAIL FORM A CONTACT PERSON WHO MAY RECEIVE SPECIFIED MATERIALS THAT MAY CONTAIN MATERIAL, NON PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAWS.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make any materials provided by, or on behalf of, any Loan Party hereunder or under any other Loan Document (collectively, the “Borrower Materials”) available to the Lenders and the Borrower Materials LC Issuing Lender by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system the Platform. (the “Platform”ii) and (b) The Borrower hereby acknowledges that certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, or the respective securities of any a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Lenders and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arranger, the LC Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” (iii) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Borrower Materials or the Platform and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower, any other Loan Party, any Lender, the LC Issuing Lender or any other Person for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Borrower’s, any other ObligorLoan Party’s or Administrative Agentany Agent Party’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge (i) Each Loan Party agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Loan Parties or their 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. Borrowers . (ii) Each Loan Party hereby agree agrees that so long as any Loan Party 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials (ii) “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, Lead Arranger and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Loan Party or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; Platform, except to the extent that such liability is determined by a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials to have resulted from the gross negligence negligence, willful misconduct, fraud or willful misconduct other illegal acts of such any Agent Party.

Platform. Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers hereby acknowledge that (a) Administrative shall notify Agent mayof each posting of Borrower Materials to be provided by them, but shall not which notice may be obligated to, make available to Lenders communicated electronically in accordance with Section 15.3.2 and the Borrower Materials shall be deemed received by posting the Agent only upon its receipt of such notice. Borrower Materials on Debt DomainMaterials, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment Reports and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (providedissues involving the Platform, however, that except to the extent such Borrower Materials constitute Informationerrors, they shall be treated omissions or issues arise as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion result of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSAgent’s gross negligence or willful misconduct. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS MATERIALS, REPORTS OR THE PLATFORM. In no event Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. Agent, each Secured Party, each Obligor and each Lender acknowledge that (a) the information on the Platform may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information, and (c) it will handle such material non-public information in accordance with Applicable Law. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; Platform or over the internet, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative any kind (whether in tort, contract or otherwise) arise as a result of Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partymisconduct.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers shall notify Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any Lenders acknowledge that Borrower Materials may include material non- public information of its Related Parties Obligors and should not be made available to certain of the Lenders (collectivelyeach, the a “Agent PartiesPublic Lender”) who may have personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall have any liability to Borrowers, any Lender Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the InternetPlatform. The Borrower Agent hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (a) 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; except (b) by marking Borrower Materials “PUBLIC,” the Borrower Agent shall be deemed to have authorized the Agent, the Lenders and the Issuing Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of U.S. federal and state securities laws (provided, however, that to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from constitute Information, they will be treated as set forth in Section 14.12); (c) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the gross negligence or willful misconduct Platform designated as “Public Side Information”; and (d) the Agent and the Joint Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of such Agent Partythe Platform not designated as “Public Side Information”.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers shall notify Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any Lenders acknowledge that Borrower Materials may include material non-public information of its Related Parties Obligors and should not be made available to anycertain of the Lenders (collectivelyeach, the a “Agent PartiesPublic Lender”) who may have personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall have any liability to Borrowers, any Lender Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the InternetPlatform. The Borrower Agent hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (a) 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; except (b) by marking Borrower Materials “PUBLIC,” the Borrower Agent shall be deemed to have authorized the Agent, the Lenders and the Issuing Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of U.S. federal and state securities laws (provided, however, that to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from constitute Information, they will be treated as set forth in Section 14.12); (c) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the gross negligence or willful misconduct Platform designated as “Public Side Information”; and (d) the Agent and the Joint Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of such Agent Partythe Platform not designated as “Public Side Information”.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make any materials provided by, or on behalf of, any Loan Party hereunder or under any other Loan Document (collectively, the “Borrower Materials”) available to the Lenders the Borrower Materials by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system the Platform. (the “Platform”ii) and (b) The Borrower hereby acknowledges that certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, or the respective securities of any a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Lenders and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” (iii) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Borrower Materials or the Platform and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower, any other Loan Party, any Lender or any other Person for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Borrower’s, any other ObligorLoan Party’s or Administrative Agentany Agent Party’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that (a) Each Borrower shall use its commercially reasonable best efforts to transmit to the Administrative Agent mayall information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a notice of borrowing or other extension of credit or a conversion of an existing interest rate on any Loan or Borrowing (including, without limitation, any Notice of Conversion), (ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Extension of Credit hereunder (all such non-excluded communications being referred to herein collectively as "COMMUNICATIONS"), in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to xxxxxxxxxxxxxxx@xxxxxxxxx.xxx (or such other e-mail address designated by the Administrative Agent from time to time). In addition, each Borrower shall not be obligated tocontinue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. Each Lender, each Issuing Bank and the Borrowers further agree that the Administrative Agent may make the Communications available to the Lenders and the Borrower Materials Issuing Banks by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak IntraLinks or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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"PLATFORM"); (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that upon written notice to the extent Administrative Agent and the Company, any Lender or any Issuing Bank (such Borrower Materials constitute Informationlender a "DECLINING LENDER") may decline to receive Communications via the Platform and shall direct the Company to provide, they and the Company shall be treated so provide, such Communications to such Declining Lender by delivery to such Declining Lender's address set forth on the signature pages hereto, or as specified in the Lender Assignment pursuant to which it became a Lender or as otherwise directed in such notice. Subject to the conditions set forth in the proviso in the immediately preceding sentence, nothing in this Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion 11.14 shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified herein. (b) Each Lender and Issuing Bank (other than a Declining Lender) agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform designated “Public Side Information;” shall constitute effective delivery of such Communications to such Lender or such Issuing Bank, as applicable, for purposes of this Agreement. Each Lender and Issuing Bank (other than a Declining Lender) agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender or such Issuing Bank, as applicable, to which the foregoing notice may be sent by electronic transmission and (zii) that the foregoing notice may be sent to such e-mail address. (c) Each party hereto (other than a Declining Lender) agrees that any electronic communication referred to in this Section 11.14 shall be deemed delivered upon the posting of a record of such communication as "sent" in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent, upon the posting of a record of such communication as "received" in the e-mail system of the Administrative Agent, provided that if such communication is not so received by the Administrative Agent during the normal business hours of the Administrative Agent, such communication shall be entitled to treat any Borrower Materials deemed delivered at the opening of business on the next business day for the Administrative Agent. (d) Each party hereto acknowledges that the distribution of material through an electronic medium is not necessarily secure and there are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationconfidentiality and other risks associated with such distribution.” (e) EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT: (i) NONE OF THE ADMINISTRATIVE AGENT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE "CITIGROUP PARTIES") WARRANTS THE ADEQUACY OF THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT OR THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMANY COMMUNICATIONS, AND EACH CITIGROUP PARTY EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. IN ANY COMMUNICATIONS, AND (ii) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT CITIGROUP PARTY IN CONNECTION WITH THE BORROWER MATERIALS ANY COMMUNICATIONS OR THE PLATFORM. In no event . (f) This Section 11.14 shall terminate on the date that neither CUSA nor any of the Citigroup Parties is the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyunder this Agreement.

Platform. Borrowers hereby acknowledge Each Credit Party further agrees that (a) Administrative Agent may, but shall not be obligated to, may make the Communications available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak SyndTrak or another a substantially similar electronic transmission system (the “Platform”) and (b) ). The Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that (w1) all Borrower Materials that are to be made available to Public Lenders such Communications 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; (x2) by marking Borrower Materials Communications “PUBLIC,” Borrowers the Borrower 105 shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, the LC Issuers and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Confidential Information, they shall be treated as set forth in Section 15.1311.15); (y3) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z4) the Administrative Agent and the any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent may, but shall not be obligated to, will make available to the Lenders and the Issuing Banks materials and/or information provided by, or on behalf of, the Borrower Materials hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information with respect to the Borrower or its securities) (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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). Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public nonpublic information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.8); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;Investor,” and (z) the Administrative 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 Platform not designated marked as “Public Side InformationInvestor.” THE PLATFORM IS PROVIDED Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “AS ISPUBLIC,” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall unless the Borrower notifies the Administrative Agent or promptly that any such document contains material nonpublic information: (i) the Loan Documents, (ii) notification of its Related Parties changes in the terms of the Loan Documents and (collectively, the “Agent Parties”iii) have any liability all information delivered pursuant to Borrowers, any Lender or any Section 6.1 other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except than budgets delivered pursuant to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartySection 6.1(vii).

Platform. Borrowers hereby acknowledge (i) The Parent (on behalf of itself and each other Loan Party) agrees that (aA) the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) (including of materials and/or information provided by or on behalf of the Parent hereunder (collectively, the “Borrower Materials”)) available to the Issuing Banks and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinksIntralinks, Syndtrak or another a substantially similar electronic transmission system (the “Platform”) ), and (bB) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Parent or their Affiliatesits securities) (each, or the respective securities a “Public Lender”). The Parent hereby agrees (on behalf of any of the foregoing, itself and who may be engaged in investment and each other market-related activities with respect to such Persons’ securities. Borrowers hereby agree Loan Party) that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Parent shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Loan Parties or their securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Investor”; and (z) the Administrative 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 Platform not designated marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Parent notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) any notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Loan Parties or their securities for purposes of United States Federal or state securities laws. (ii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Parent or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental, consequential, punitive or exemplary damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Parent’s, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Parent or any other Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the extent that a court Administrative Agent or any Lender or any Issuing Bank by means of competent jurisdiction by final and non-appealable judgment has determined that such losseselectronic communications pursuant to this Section, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from including through the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge 6.4.1 Borrower agrees that (a) Administrative Agent Agent, Sole Lead Arranger and Sole Bookrunner may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another a substantially similar electronic transmission system (the “Platform”) and (b) ). 6.4.2 Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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. Borrowers Borrower hereby agree agrees that (wi) all Borrower Materials Communications that are to be made available to Public Lenders 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; (xii) by marking Borrower Materials Communications “PUBLIC,” Borrowers Borrower shall be deemed to have authorized Administrative Agent Agent, the Lenders, Sole Lead Arranger and Lenders Sole Bookrunner to treat such Borrower Materials Communications as not containing any material non-public information with respect to Borrowers Borrower or any Affiliate thereof or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13)laws; (yiii) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” Platform; and (ziv) Administrative Agent Agent, Sole Lead Arranger and Sole Bookrunner shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Non-Public Side Information.” 6.4.3 The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the accuracy or completeness of the Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall Administrative Agent Agent, Sole Lead Arranger, Sole Bookrunner or any of its Related Parties their Affiliates (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorBorrower’s or Administrative AgentAgent Party’s transmission or posting of Borrower Materials through the Internet; Platform or via email, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out are determined by a court of Administrative Agent’s transmission of Borrower Materials competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Borrower or any Guarantor pursuant to any Loan Document or the transactions contemplated therein which is distributed to Administrative Agent, Sole Lead Arranger, Sole Bookrunner or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent may, but shall not be obligated to, will make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, Debtdomain or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower, its Subsidiaries or their Affiliatesrespective securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect a “Public Lender”). The Borrower hereby agrees to such Persons’ securities. Borrowers hereby agree that (w) make all Borrower Materials that are the Borrower intends to be made available to Public Lenders shall be clearly and conspicuously marked designated as “PUBLIC” which, at a minimum, shall mean that the word ”. By designating Borrower Materials as “PUBLIC” shall appear prominently on ”, the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat authorizes such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through to a portion of the Platform designated “Public Side Information;Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and (zproprietary) Administrative Agent with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Borrower shall not be entitled under any obligation to treat xxxx any Borrower Materials that are not marked “PUBLIC.” as being suitable only for posting on a portion The Borrower agrees that (i) any Loan Documents and notifications of changes of terms of the Platform not designated Loan Documents (including term sheets), (ii) any financial statements delivered pursuant to Section 5.1 and (iii) any Compliance Certificates delivered to the Administrative Agent will be deemed to be “public-side” Borrower Materials and may be made available to Public Side InformationLenders.” (ii) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its respective Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersany Loan Party, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether or not based on strict liability and including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise)) arising out of Borrowers’the Borrower’s, any other ObligorLoan Party’s or Administrative Agentany Agent Party’s transmission of Borrower Materials or notices through the Internet; Platform, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence negligence, bad faith or willful misconduct of such Agent PartyParty as determined by a final non-appealable judgment of a court of competent jurisdiction.

Platform. Borrowers hereby acknowledge (i) The Borrower (on behalf of itself and each other Loan Party) agrees that (aA) the Administrative Agent may, but shall not be obligated to, make the Communications (as defined hereinafter) (including of materials or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”)) available to the Issuing Banks and the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domainthe Platform, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (bB) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, 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’ securitiesa “Public Lender”). Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; , (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (providedprovided that, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.12); , (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Investor”, and (z) the Administrative 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 Platform not designated marked as “Public Investor”. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, and (2) any notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. (ii) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES as available”. The Agent Parties (AS DEFINED BELOWas defined hereinafter) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental, consequential, punitive or exemplary damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Borrower’s, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower or any other Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission , any Lender or any Issuing Bank by means of Borrower Materials resulted from electronic communications pursuant to this Section, including through the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers Borrower hereby acknowledge acknowledges that (ai) Administrative each Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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 Personspersons’ securities. Borrowers Borrower hereby agree agrees that (w) all it will use commercially reasonable efforts to identify that portion of the Borrower Materials that are may be distributed to be made available to the Public Lenders and that (A) 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; (xB) by marking Borrower Materials “PUBLIC,” Borrowers Borrower shall be deemed to have authorized Administrative Agent each Agent, any Affiliate thereof, each Lead Arranger, each Issuing Bank and Lenders each Lender to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, howeverthat, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.12); (yC) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (zD) Administrative each Agent and any Affiliate thereof and each Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative any Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender Lender, any Issuing Bank or any other Person person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’Borrower’s, any other ObligorLoan Party’s or Administrative any Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge Each Credit Party further agrees that (a) Administrative Agent may, but shall not be obligated to, may make the Communications available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak Intralinks or another a substantially similar electronic transmission system (the “Platform”) and (b) ). The Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that (w1) all Borrower Materials that are to be made available to Public Lenders such Communications 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; (x2) by marking Borrower Materials Communications “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, the LC Issuer and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Confidential Information, they shall be treated as set forth in Section 15.1311.15); (y3) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z4) the Administrative Agent and the any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Obligors shall notify Agent of each posting the of Borrower Materials on Debt Domainthe Platform and the materials shall be deemed received by Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Secured Parties on the Platform, IntraLinks, Syndtrak or another similar electronic system (the and Obligors and Secured Parties acknowledge that “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do public” information is not wish to receive segregated from material non-public information with respect to Borrowers on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or their Affiliates, or the respective securities completeness of any information on the Platform nor the adequacy or functioning of the foregoingPlatform, and who may be engaged expressly disclaims liability for any errors or omissions in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that or any issues involving the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO 108 WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER RESPECT TO OBLIGOR MATERIALS OR THE PLATFORM. In no event Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersObligors, any Lender Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to Platform or over the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyinternet.

Platform. Borrowers hereby acknowledge (i) The Borrower (on behalf of itself and each other Loan Party) agrees that (aA) the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) (including of materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”)) available to the Issuing Banks and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domainthe Platform, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (bB) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, 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’ securitiesa “Public Lender”). Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Investor”; and (z) the Administrative 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 Platform not designated marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) any notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. (ii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental, consequential, punitive or exemplary damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Borrower’s, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower or any other Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission , any Lender or any Issuing Bank by means of Borrower Materials resulted from electronic communications pursuant to this Section, including through the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers (A) The Borrower hereby acknowledge acknowledges that (ai) the Administrative Agent may, but shall not be obligated to, will make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Intralinks or another similar electronic system (the “Platform”) and (bii) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, 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’ securitiesa “Public Lender”). Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side InformationInvestor;” and (z) the Administrative 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 Platform not designated marked as “Public Investor.” The following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Transaction Documents and (2) notification of changes in the terms of the Transaction Documents; provided, however, that the parties acknowledge and agree that the fees payable hereunder are sensitive proprietary information and shall not be marked, treated as, or considered “PUBLIC” in any respect. Notwithstanding anything herein to the contrary, any and all Borrower Materials are subject to the confidentiality provisions of Section 10.16. (B) Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any Transaction Party or its securities for purposes of United States Federal or state securities laws. The Borrower shall not have any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Transaction Documents.” (C) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” ”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (AS DEFINED BELOW) DO NOT WARRANT WARRANTS THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM, PLATFORM AND EACH EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN THE BORROWER MATERIALSCOMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY AGENT PARTY OF ITS RELATED PARTIES IN CONNECTION WITH THE BORROWER MATERIALS COMMUNICATIONS OR THE PLATFORM. In no event IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO THE MEMBER, THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE MEMBER’S, THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE PLATFORM, ANY OTHER ELECTRONIC PLATFORM OR ELECTRONIC MESSAGING SERVICE OR THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (D) The Administrative Agent agrees that the receipt of the communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the communications to the Administrative Agent for purposes of the Transaction Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the communications have been posted to the Platform shall constitute effective delivery of the communications to such Lender for purposes of the Transaction Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. (E) Nothing herein shall prejudice the right of the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have Lender to give notice or other communications pursuant to any liability to Borrowers, any Lender or Transaction Document in any other Person for losses, claims, damages, liabilities or expenses of any kind (whether manner specified in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyTransaction Document.

Platform. Borrowers hereby acknowledge (i) The Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Loan Parties or their 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. Borrowers . (ii) The Borrower hereby agree agrees that so long as any Loan Party 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials (ii) “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the - 132 - Administrative Agent Agent, Lead Arranger and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Loan Party or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent on the Platform, including the portion of the Platform designated for Public Lenders. The Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative Agent on the Platform, including the portion of the Platform that is designated for Public Lenders. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers Borrower hereby acknowledge acknowledges that (ai) Administrative each Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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. Borrowers Borrower hereby agree agrees that (w) all it will use commercially reasonable efforts to identify that portion of the Borrower Materials that are may be distributed to be made available to the Public Lenders and that (A) 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; (xB) by marking Borrower Materials “PUBLIC,” Borrowers Borrower shall be deemed to have authorized Administrative Agent each Agent, any Affiliate thereof, each Lead Arranger, each Issuing Bank and Lenders each Lender to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, howeverthat, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.12); (yC) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (zD) Administrative each Agent and any Affiliate thereof and each Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative any Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’Borrower’s, any other ObligorLoan Party’s or Administrative any Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers The Borrower hereby acknowledge acknowledges that (ai) Administrative the Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized Administrative the Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, howeverhowever that, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1313.10); (y) all Borrower Materials marked “PUBLIC” ”“ are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative the 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectivelyNotwithstanding the foregoing, the “Agent Parties”) have Borrower shall be under no obligation to xxxx any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party“PUBLIC”.

Platform. Borrowers hereby acknowledge (i) Holdings and the Borrower agree that (a) the Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials any Communications by posting the Borrower Materials such Communication on Debt Domain, IntraLinks, Syndtrak SyndTrak or another similar any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Platform”). (ii) Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and (b) certain the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of Lenders (eachthe Lenders, a “Public Lender”) may have personnel who do each of the Issuing Banks, Holdings and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not wish to receive material non-public information with respect to Borrowers necessarily secure, that the Administrative Agent is not responsible for approving or their Affiliates, vetting the representatives or the respective securities contacts of any Lender that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the foregoingLenders, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion each of the Platform designated “Public Side Information;” Issuing Banks, Holdings and (z) Administrative Agent shall be entitled to treat any the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion hereby approves distribution of the Communications through the Platform not designated “Public Side Informationand understands and assumes the risks of such distribution.” (iii) THE PLATFORM IS AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ”. THE AGENT APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM, PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN THE BORROWER MATERIALSPLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER MATERIALS COMMUNICATIONS OR THE PLATFORM. In no event IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE BAD FAITH, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AN APPLICABLE PARTY OR ANY OF ITS RELATED PARTIES. (iv) Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank (as applicable) for purposes of the Loan Documents. Each Lender and each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or any Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. (v) Nothing herein shall prejudice the right of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersAdministrative Agent, any Lender or any Issuing Bank to give any notice or other Person for losses, claims, damages, liabilities or expenses of communication pursuant to any kind (whether Loan Document in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that manner specified in such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyLoan Document.

Platform. Borrowers hereby acknowledge that Borrower Materials shall be delivered pursuant to procedures approved by Administrative Agent, including electronic delivery (aif possible) upon request by Administrative Agent may, but to an electronic system maintained by Administrative Agent (“Platform”). Borrowers shall not be obligated to, make available to Lenders the Borrower Materials by notify Administrative Agent of each posting the of Borrower Materials on Debt Domainthe Platform and the materials shall be deemed received by Administrative Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Secured Parties on the Platform, IntraLinks, Syndtrak or another similar electronic system (the and Obligors and Secured Parties acknowledge that “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do public” information is not wish to receive segregated from material non-public information with respect to Borrowers on the Platform. The Platform is provided “as is” and “as available.” Administrative Agent does not warrant the accuracy or their Affiliates, or the respective securities completeness of any information on the Platform nor the adequacy or functioning of the foregoingPlatform, and who may be engaged expressly disclaims liability for any errors or omissions in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that or any issues involving the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’the Platform[ or], including any other Obligor’s or Administrative Agent’s transmission unintended recipient, nor for delivery of Borrower Materials through and other information [through]via the Internet; except to the extent that a court of competent jurisdiction by final and nonPlatform[ or over the], internet, e-appealable judgment has determined that such losses, claims, damages, liabilities mail or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence any other electronic platform or willful misconduct of such Agent Partymessaging system.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make any materials provided by, or on behalf of, any Loan Party hereunder or under any other Loan Document (collectively, the “Borrower Materials”) available to the Lenders and the Borrower Materials LC Issuing Lender by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system the Platform. (the “Platform”ii) and (b) The Borrower hereby acknowledges that certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, or the respective securities of any a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Lenders and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arranger, the LC Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” (iii) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Borrower Materials or the Platform and expressly disclaim liability for errors or omissions in the Borrower Materials. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related Parties 90731114_8 (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower, any other Loan Party, any Lender, the LC Issuing Lender or any other Person for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Borrower’s, any other ObligorLoan Party’s or Administrative Agentany Agent Party’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers shall notify Agent of each posting the of Borrower Materials on Debt Domainthe Platform and the materials shall be deemed received by Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Secured Parties on the Platform, IntraLinks, Syndtrak or another similar electronic system (and the Loan Parties and Secured Parties acknowledge that “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do public” information is not wish to receive segregated from material non-public information with respect to Borrowers on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or their Affiliates, or the respective securities completeness of any information on the Platform nor the adequacy or functioning of the foregoingPlatform, and who may be engaged expressly disclaims liability for any errors or omissions in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that or any issues involving the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Secured Parties acknowledge that Borrower Materials may include material non-public information of the Loan Parties and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Loan Party’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Loan Parties, any Lender Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to Platform or over the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyinternet.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) Administrative the Super Priority Agent may, but shall not be obligated to, make any materials provided by, or on behalf of, any Loan Party hereunder or under any other Super Priority Loan Document (collectively, the “Borrower Materials”) available to the Super Priority Lenders the Borrower Materials by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system the Platform. (the “Platform”ii) and (b) The Borrower hereby acknowledges that certain of the Super Priority Lenders may be “public-side” Super Priority Lenders (eachi.e., a “Public Lender”) may have personnel who Super Priority Lenders that do not wish to receive material non-public information with respect to Borrowers the Borrower or their Affiliatesits securities) (each, or the respective securities of any a “Public Super Priority Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the foregoing, and who Borrower Materials that may be engaged in investment distributed to the Public Super Priority Lenders and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized Administrative the Super Priority Agent and the Super Priority Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative the Super Priority 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge (i) Each of the Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “"Public Lender”") may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their 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. Borrowers . (ii) Each Borrower hereby agree acknowledges hereby agrees that so long as any Borrower 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such Communications shall be clearly and conspicuously marked “"PUBLIC” " which, at a minimum, shall mean means that the word “"PUBLIC” " shall appear prominently on the first page thereof; (xB) by marking Borrower Materials “"PUBLIC,” " the Borrowers shall be deemed to have authorized the Administrative Agent Agent, Lead Arranger and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “"PUBLIC” " are permitted to be made available through a portion of the Platform designated “"Public Side Information;” "; and (zD) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “"PUBLIC” " as being suitable only for posting on a portion of the Platform not designated “"Public Side Information". 99 (iii) The Platform is provided "as is" and "as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES " The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “"Agent Parties”") have any liability to Borrowersany Borrower, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s Borrower's or the Administrative Agent’s 's transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (ax) the Administrative Agent may, but shall not be obligated to, will make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar an electronic system designated by the Administrative Agent (the “Platform”) and (by) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers Holdings (or their Affiliates, any parent thereof) or the respective securities of Borrower or any of the foregoingtheir respective securities) (each, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (xA) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-non- public information with respect to Borrowers Holdings (or any parent thereof) or the Borrower or any of their respective securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.08); (yB) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Investor”; and (zC) the Administrative 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 Platform not designated marked as “Public Side InformationInvestor.” THE PLATFORM IS PROVIDED Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “AS ISPUBLIC” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall unless the Borrower notifies the Administrative Agent or promptly that any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and such document contains material non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from public information: (1) the gross negligence or willful misconduct of such Agent Party.Loan Documents,

Platform. Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers hereby acknowledge that (a) Administrative shall notify Agent may, but of each posting of Borrower Materials on the Platform and the materials shall not be obligated to, make deemed received by Agent only 116549.01087/134240171v.5 upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Lenders on the Borrower Materials by posting the Borrower Materials on Debt DomainPlatform, IntraLinks, Syndtrak or another similar electronic system (the and Borrowers and Lenders acknowledge that “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do public” information is not wish to receive segregated from material non-public information with respect to Borrowers on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or their Affiliates, or the respective securities completeness of any information on the Platform nor the adequacy or functioning of the foregoingPlatform, and who may be engaged expressly disclaims liability for any errors or omissions in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that or any issues involving the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Parties acknowledge that Borrower Materials may include material non-public information of Borrowers and Affiliates of Borrowers and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any securities of Borrowers and Affiliates of Borrowers. Neither Agent nor Indemnified Person related to Agent shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to Platform or over the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyinternet.

Platform. Borrowers hereby acknowledge (i) Each Group Company agrees that (aA) the Administrative Agent may, but shall not be obligated to, make the Communications (as defined hereinafter) (including of materials or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”)) available to Issuing Bank and the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domainthe Platform, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (bB) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Group Companies or their Affiliatessecurities) (each, 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’ securitiesa “Public Lender”). Borrowers Each Group Company hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; , (x) by marking Borrower Materials “PUBLIC,” Borrowers the Group Companies shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Group Companies or their securities for purposes of United States Federal federal and state securities laws (providedprovided that, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.12); , (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Investor”, and (z) the Administrative 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 Platform not designated marked as “Public Investor”. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless any Group Company notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, and (2) any notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Group Companies or their securities for purposes of United States Federal or state securities laws. (ii) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES as available”. The Agent Parties (AS DEFINED BELOWas defined hereinafter) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Group Companies, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental, consequential, punitive or exemplary damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorGroup Company’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Group Company pursuant to any Loan Document or the transactions contemplated therein which is distributed to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission , any Lender or Issuing Bank by means of Borrower Materials resulted from electronic communications pursuant to this Section, including through the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge (i) The Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Loan Parties or their 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. Borrowers . (ii) The Borrower hereby agree acknowledges and agrees that so long as any Loan Party 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such Communications (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials such Communications (ii) “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Lead Arranger and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Loan Party or their its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials Communications that 116 are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” (iii) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that (a) Xxxxxxxx agrees that Administrative Agent and Xxxx Lead Arranger may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another a substantially similar electronic transmission system (the “Platform”) and ). (b) Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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. Borrowers Borrower hereby agree agrees that (wi) all Borrower Materials Communications that are to be made available to Public Lenders 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; (xii) by marking Borrower Materials Communications “PUBLIC,” Borrowers Borrower shall be deemed to have authorized Administrative Agent Agent, the Lenders, and Lenders Sole Lead Arranger to treat such Borrower Materials Communications as not containing any material non-public information with respect to Borrowers Borrower or any Affiliate thereof or their respective securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13)laws; (yiii) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” Platform; and (ziv) Administrative Agent and Sole Lead Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Non-Public Side Information.” (c) The Platform is provided “as is” THE PLATFORM IS PROVIDED and “AS IS” AND “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the accuracy or completeness of the Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall Administrative Agent Agent, Sole Lead Arranger, or any of its Related Parties their Affiliates (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorBorrower’s or Administrative AgentAgent Party’s transmission or posting of Borrower Materials Information through the Internet; Platform or via email, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out are determined by a court of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.competent jurisdiction by a final and

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.19); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “AS ISPUBLIC.” (ii) The Platform is provided “as is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMThe Agent Parties do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowerswithout limitation, any Lender or any other Person warranty of merchantability, fitness for lossesa particular purpose, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such lossesinfringement of third-party rights or freedom from viruses or other code defects, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such is made by any Agent Party.Party in connection with 55 #90857912v6

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers shall notify Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Obligors and Lenders acknowledge that “public” information may not be segregated from material non-public information on the Platform. Lenders acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersObligors, any Lender Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’the Platform, including any other Obligor’s or Administrative Agent’s transmission unintended recipient, nor for delivery of Borrower Materials and other information through the Internet; except to the extent that a court of competent jurisdiction by final and nonPlatform, internet, e-appealable judgment has determined that such losses, claims, damages, liabilities mail or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence any other electronic platform or willful misconduct of such Agent Partymessaging system.

Platform. Borrowers (i) The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.19); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “AS ISPUBLIC.” (ii) The Platform is provided “as is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.67

Platform. Borrowers hereby acknowledge that (a) Each Borrower shall use its commercially reasonable best efforts to transmit to the Administrative Agent mayall information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a notice of borrowing or other extension of credit or a conversion of an existing interest rate on any Loan or Borrowing (including, without limitation, any Notice of Conversion), (ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Extension of Credit hereunder (all such non-excluded communications being referred to herein collectively as "COMMUNICATIONS"), in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to xxxxxxxxxxxxxxx@xxxxxxxxx.xxx (or such other e-mail address designated by the Administrative Agent from time to time). In addition, each Borrower shall not be obligated to, continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. Each Lender and the Borrowers further agree that the Administrative Agent may make the Communications available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak IntraLinks or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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"PLATFORM"); (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that upon written notice to the extent Administrative Agent and the Company, any Lender (such Borrower Materials constitute Informationlender a "DECLINING LENDER") may decline to receive Communications via the Platform and shall direct the Company to provide, they and the Company shall be treated so provide, such Communications to such Declining Lender by delivery to such Declining Lender's address set forth on Schedule III hereto, or as specified in the Lender Assignment pursuant to which it become a Lender or as otherwise directed in such notice. Subject to the conditions set forth in the proviso in the immediately preceding sentence, nothing in this Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion 10.14 shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified herein. (b) Each Lender (other than a Declining Lender) agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform designated “Public Side Information;” shall 72 constitute effective delivery of such Communications to such Lender for purposes of this Agreement. Each Lender (other than a Declining Lender) agrees (i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender to which the foregoing notice may be sent by electronic transmission and (zii) that the foregoing notice may be sent to such e-mail address. (c) Each party hereto (other than a Declining Lender) agrees that any electronic communication referred to in this Section 10.14 shall be deemed delivered upon the posting of a record of such communication as "sent" in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent, upon the posting of a record of such communication as "received" in the e-mail system of the Administrative Agent, provided that if such communication is not so received by the Administrative Agent during the normal business hours of the Administrative Agent, such communication shall be entitled to treat any Borrower Materials deemed delivered at the opening of business on the next business day for the Administrative Agent. (d) Each party hereto acknowledges that the distribution of material through an electronic medium is not necessarily secure and there are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationconfidentiality and other risks associated with such distribution.” (e) EACH PARTY HERETO FURTHER ACKNOWLEDGES AND AGREES THAT: (i) NONE OF THE ADMINISTRATIVE AGENT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE "CITIGROUP PARTIES") WARRANTS THE ADEQUACY OF THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT OR THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMANY COMMUNICATIONS, AND EACH CITIGROUP PARTY EXPRESSLY DISCLAIM DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. IN ANY COMMUNICATIONS, AND (ii) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT CITIGROUP PARTY IN CONNECTION WITH THE BORROWER MATERIALS ANY COMMUNICATIONS OR THE PLATFORM. In no event . (f) This Section 10.14 shall terminate on the date that neither CUSA nor any of the Citigroup Parties is the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyunder this Agreement.

Platform. Borrowers Borrower hereby acknowledge acknowledges that (ai) Administrative each Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of Borrower Materials hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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. Borrowers Borrower hereby agree agrees that (w) all it will use commercially reasonable efforts to identify that portion of the Borrower Materials that are may be distributed to be made available to the Public Lenders and that (A) 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; (xB) by marking Borrower Materials “PUBLIC,” Borrowers Borrower shall be deemed to have authorized Administrative Agent each Agent, any Affiliate thereof, each Lead Arranger, each Issuing Bank and Lenders each Lender to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, howeverthat, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.1310.12); (yC) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (zD) Administrative each Agent and any Affiliate thereof and each Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative any Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’Borrower’s, any other ObligorLoan Party’s or Administrative any Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent ("Platform"). Borrowers shall notify Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided "as is" and "as available." Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any Lenders acknowledge that Borrower Materials may include material non-public information of its Related Parties Obligors and should not be made available to certain of the Lenders (collectivelyeach, the a “Agent PartiesPublic Lender”) who may have personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor's securities. No Agent Indemnitee shall have any liability to Borrowers, any Lender Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the InternetPlatform. The Borrower Agent hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (a) 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; except (b) by marking Borrower Materials “PUBLIC,” the Borrower Agent shall be deemed to have authorized the Agent, the Lenders and the Issuing Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of U.S. federal and state securities laws (provided, however, that to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from constitute Information, they will be treated as set forth in Section 14.12); (c) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the gross negligence or willful misconduct Platform designated as “Public Side Information”; and (d) the Agent and the Joint Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of such Agent Partythe Platform not designated as “Public Side Information”.

Platform. Borrowers hereby acknowledge Each Credit Party further agrees that (a) Administrative Agent may, but shall not be obligated to, may make the Communications available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak SyndTrak or another a substantially similar electronic transmission system (the “Platform”) and (b) ). The Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Borrower or their its 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. Borrowers The Borrower hereby agree agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that (w1) all Borrower Materials that are to be made available to Public Lenders such Communications 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; (x2) by marking Borrower Materials Communications “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, the LC Issuers and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers the Borrower or their its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Confidential Information, they shall be treated as set forth in Section 15.13‎Section 11.15); (y3) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z4) the Administrative Agent and the any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowers, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s or Administrative Agent’s transmission of Borrower Materials through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge that Borrower Materials may be delivered pursuant to procedures approved by the Administrative Agent, including electronic delivery (aif possible) upon request by the Administrative Agent may, but to an electronic system maintained by the Administrative Agent (“Platform”). The Borrower Representative shall not be obligated to, make available to Lenders notify the Borrower Materials by Administrative Agent of each posting the of Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) certain the materials shall be deemed received by the Administrative Agent only upon its receipt of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment such notice. Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public the Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY THE ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent The Lenders acknowledge that Borrower Materials may include material non-public information of the Credit Parties and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Credit Party’s securities. No XXXX Entity or any of its Related Parties (collectively, the “Agent Parties”) Party thereof shall have any liability to Borrowersthe Credit Parties, any Lender the Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that Borrower Materials shall be delivered pursuant to procedures approved by Administrative Agent, including electronic delivery (aif requested by Administrative Agent) to an electronic system maintained by it (“Platform”). Borrower shall notify Administrative Agent may, but shall not be obligated to, make available to Lenders the of each posting of Borrower Materials by posting on the Platform (which notice may be communicated electronically in accordance with Section 14.3.2) and the Borrower Materials on Debt Domainthe Platform shall be deemed received by Administrative Agent only upon its receipt of such notice. Communications, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment Borrower Materials and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event shall No Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) Indemnitee shall have any liability to BorrowersObligors, any Lender Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’the Platform, including any other Obligor’s or Administrative Agent’s transmission unintended recipient, nor for delivery of Borrower Materials through and other information via the Internet; except Platform, internet, e-mail, or any other electronic platform or messaging system. Administrative Agent may, but is not obligated to, make Communications available to the extent that a court of competent jurisdiction Obligors and Lenders by final and non-appealable judgment has determined that such lossesposting them on IntraLinksTM, claimsDebtDomain, damagesSyndTrak, liabilities ClearPar or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyother electronic platform.

Platform. Borrowers hereby acknowledge (i) Each Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their 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. Borrowers . (ii) Each Borrower hereby agree acknowledges hereby agrees that so long as any Borrower 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials (ii) “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent Agent, and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Borrower or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorBorrower’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that (a) Borrower agrees that Administrative Agent and Sole Lead Arranger may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another a substantially similar electronic transmission system (the “"Platform”) and "). (b) Borrower hereby acknowledges that certain of the Lenders (each, a “"Public Lender”") may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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. Borrowers Borrower hereby agree agrees that (wi) all Borrower Materials Communications that are to be made available to Public Lenders 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; (xii) by marking Borrower Materials “Communications "PUBLIC,” Borrowers " Borrower shall be deemed to have authorized Administrative Agent Agent, the Lenders, and Lenders Sole Lead Arranger to treat such Borrower Materials Communications as not containing any material non-public information with respect to Borrowers Borrower or any Affiliate thereof or their respective securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13)laws; (yiii) all Borrower Materials Communications marked “"PUBLIC” " are permitted to be made available through a portion of the Platform designated “Public Side Information;” Platform; and (ziv) Administrative Agent and Sole Lead Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “"PUBLIC” " as being suitable only for posting on a portion of the Platform not designated “as "Non-Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE" (c) The Platform is provided "as is" and "as available.” THE AGENT PARTIES " The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the accuracy or completeness of the Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall Administrative Agent Agent, Sole Lead Arranger, or any of its Related Parties their Affiliates (collectively, the “"Agent Parties”") have any liability to BorrowersBorrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligor’s Borrower's or Administrative Agent’s Agent Party's transmission or posting of Borrower Materials Information through the Internet; Platform or via email, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out are determined by a court of Administrative Agent’s transmission of Borrower Materials competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). "Communications" means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Borrower or any Guarantor pursuant to any Loan Document or the transactions contemplated therein which is distributed to Administrative Agent, Sole Lead Arranger, or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

Platform. Borrowers hereby acknowledge that Borrower Materials shall be delivered pursuant to procedures approved by Administrative Agent, including via e-mail and other electronic delivery (aif possible) upon request by Administrative Agent may, but to an electronic system maintained by Administrative Agent (“Platform”). Borrower shall not be obligated to, make available to Lenders the Borrower Materials by notify Administrative Agent of each posting the of Borrower Materials on Debt Domainthe Platform and the materials shall be deemed received by Administrative Agent only upon its receipt of such notice. Borrower Materials, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of notices to Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect information relating to such Persons’ securities. Borrowers hereby agree that (w) all Borrower Materials that are to this credit facility may be made available to Public Lenders 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; (x) by marking Platform. The Platform is provided “as is” and “as available.” Administrative Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing or any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to issues involving the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Lenders acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’the Platform or delivery of Borrower Materials, notices and other information through the Platform, any other Obligor’s electronic platform or Administrative Agent’s transmission of Borrower Materials electronic messaging service, or through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Party.

Platform. Borrowers hereby acknowledge 6.4.1 Borrower agrees that (a) Administrative Agent Agent, Sole Lead Arranger and Sole Bookrunner may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another a substantially similar electronic transmission system (the “Platform”) and (b) ). 6.4.2 Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers Borrower or their its 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. Borrowers Borrower hereby agree agrees that (wi) all Borrower Materials Communications that are to be made available to Public Lenders 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; (xii) by marking Borrower Materials Communications “PUBLIC,” Borrowers Borrower shall be deemed to have authorized Administrative Agent Agent, the Lenders, Sole Lead Arranger and Lenders Sole Bookrunner to treat such Borrower Materials Communications as not containing any material non-public information with respect to Borrowers Borrower or any Affiliate thereof or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13)laws; (yiii) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” Platform; and (ziv) Administrative Agent Agent, Sole Lead Arranger and Sole Bookrunner shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Non-Public Side Information.” THE PLATFORM IS PROVIDED For the avoidance of doubt, no Communications shall be made available to any Public Lender unless Borrower or any Affiliate of Borrower clearly and conspicuously marks such Communications “AS ISPUBLIC” AND as set forth in clause (i) of the immediately preceding sentence. 6.4.3 The Platform is provided “AS AVAILABLEas is” and “as available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the accuracy or completeness of the Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall Administrative Agent Agent, Sole Lead Arranger, Sole Bookrunner or any of its Related Parties their Affiliates (collectively, the “Agent Parties”) have any liability to BorrowersBorrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorBorrower’s or Administrative AgentAgent Party’s transmission or posting of Borrower Materials through the Internet; Platform or via email, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out are determined by a court of Administrative Agent’s transmission of Borrower Materials competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of Borrower or any Guarantor pursuant to any Loan Document or the transactions contemplated therein which is distributed to Administrative Agent, Sole Lead Arranger, Sole Bookrunner or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

Platform. Borrowers The Borrower hereby acknowledge acknowledges that (a) Administrative Agent may, but shall not be obligated to, the Agents will make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials (collectively, the “Borrower Materials”) hereunder by posting such materials the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers or their 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. Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) AGENT-RELATED PERSONS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY AGENT-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall Administrative Agent or any of its Agent-Related Parties (collectively, the “Agent Parties”) Person have any liability to Borrowersthe Borrower, any Lender Lender, or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other Obligorthe Borrower’s or Administrative an Agent’s transmission of Borrower Materials through the Internet; Platform, except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out are determined by a court of Administrative Agent’s transmission of Borrower Materials competent jurisdiction by an final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent-Related Person; provided that in no event shall any Agent-Related Person have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential damages or punitive damages (as opposed to direct or actual damages). The Borrower acknowledges and agrees that the list of Disqualified Lenders shall be deemed suitable for posting and may be posted by any Agent Partyon the Platform, including the portion of the Platform that is designated for “public side” Lenders.

Platform. Borrowers hereby acknowledge (i) The Borrower agrees that (a) the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer and the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) Platform and (b) that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Loan Parties or their 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. Borrowers . (ii) The Borrower hereby agree acknowledges and agrees that so long as any Loan Party 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 it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders and that: (wA) all Borrower Materials that are to be made available to Public Lenders such Communications (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean means that the word “PUBLIC” shall appear prominently on the first page thereof; (xB) by marking Borrower Materials such Communications (ii) “PUBLIC,” Borrowers the Borrower shall be deemed to have authorized the Administrative Agent Agent, Lead Arranger and the Lenders to treat such Borrower Materials Communications as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrowers any Loan Party or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials Communications constitute Information, they shall be treated as set forth in Section 15.1310.14); (yC) all Borrower Materials Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (zD) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. (iii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Borrower or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except to the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge (i) The Parent (on behalf of itself and each other Loan Party) agrees that (aA) the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) (including of materials and/or information provided by or on behalf of the Parent hereunder (collectively, the “Borrower Materials”)) available to the other Lenders the Borrower Materials by posting the Borrower Materials Communications on Debt Domain, IntraLinksIntralinks, Syndtrak or another a substantially similar electronic transmission system (the “Platform”) ), and (bB) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrowers the Parent or their Affiliatesits securities) (each, or the respective securities a “Public Lender”). The Parent hereby agrees (on behalf of any of the foregoing, itself and who may be engaged in investment and each other market-related activities with respect to such Persons’ securities. Borrowers hereby agree Loan Party) that (w) all Borrower Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Materials “PUBLIC,” Borrowers the Parent shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers the Loan Parties or their securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.139.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Investor”; and (z) the Administrative 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 Platform not designated marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Parent notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) any notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public 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 Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Loan Parties or their securities for purposes of United States Federal or state securities laws. (ii) The Platform is provided “as is” and “as available.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Parent or the other Loan Parties, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental, consequential, punitive or exemplary damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Parent’s, any other ObligorLoan Party’s or the Administrative Agent’s transmission of Borrower Materials communications through the Internet; except Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Parent or any other Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the extent that a court Administrative Agent or any Lender by means of competent jurisdiction by final and non-appealable judgment has determined that such losseselectronic communications pursuant to this Section, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from including through the gross negligence or willful misconduct of such Agent PartyPlatform.

Platform. Borrowers hereby acknowledge that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders the Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“Platform”). Obligors shall notify Agent of each posting the of Borrower Materials on Debt Domainthe Platform and the materials shall be deemed received by Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Secured Parties on the Platform, IntraLinks, Syndtrak or another similar electronic system (the and Obligors and Secured Parties acknowledge that “Platform”) and (b) certain of Lenders (each, a “Public Lender”) may have personnel who do public” information is not wish to receive segregated from material non-public information with respect to Borrowers on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or their Affiliates, or the respective securities completeness of any information on the Platform nor the adequacy or functioning of the foregoingPlatform, and who may be engaged expressly disclaims liability for any errors or omissions in investment and other market-related activities with respect to such Persons’ securities. Borrowers hereby agree that (w) all the Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that or any issues involving the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrowers shall be deemed to have authorized Administrative Agent and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative 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 Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALSPlatform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE RESPECT TO BORROWER MATERIALS OR THE PLATFORM. In no event Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to BorrowersObligors, any Lender Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out relating to use by any Person of Borrowers’, any other Obligor’s the Platform or Administrative Agent’s transmission delivery of Borrower Materials and other information through the Internet; except to Platform or over the extent that a court of competent jurisdiction by final and non-appealable judgment has determined that such losses, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from the gross negligence or willful misconduct of such Agent Partyinternet.

Platform. Borrowers (i) The Company hereby acknowledge acknowledges that (a) Administrative the Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower Materials Company hereunder (collectively, “Company Materials”) by posting the Borrower Company Materials on Debt Domain, IntraLinks, Syndtrak Syndtrak, ClearPar or another a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrowers the Company or their its 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. Borrowers The Company hereby agree agrees that (w) all Borrower Company Materials that are to be made available to Public Lenders 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; (x) by marking Borrower Company Materials “PUBLIC,” Borrowers the Company shall be deemed to have authorized Administrative the Agent and the Lenders to treat such Borrower Company Materials as not containing any material non-public information with respect to Borrowers the Company or their its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Company Materials constitute Information, they shall be treated as set forth in Section 15.139.19); (y) all Borrower Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative the Agent shall be entitled to treat any Borrower Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” THE PLATFORM IS PROVIDED Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Company Materials “AS ISPUBLIC.” (ii) The Platform is provided “as is” AND and “AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMdo not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMis made by any Agent Party in connection with the Communications or the Platform. In no event shall Administrative the Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrowersthe Company, any Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers’the Company’s, any other Obligor’s or Administrative the Agent’s transmission of Borrower Materials communications through the Internet; except Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Company pursuant to any Loan Document or the transactions contemplated therein which is distributed to the extent that a court Agent or any Lender by means of competent jurisdiction by final and non-appealable judgment has determined that such losseselectronic communications pursuant to this Section, claims, damages, liabilities or expenses arising out of Administrative Agent’s transmission of Borrower Materials resulted from including through the gross negligence or willful misconduct of such Agent PartyPlatform.