Common use of Public/Private Clause in Contracts

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that the Borrowers identify in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public other than any Private Side Communications”), and the Communication. Each Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and Communication (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”)) contains any MNPI. The Each Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b), (c) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s Borrowers’ or its Affiliatestheir affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdingsthe Borrowers, its Affiliates, its Subsidiaries their affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable Requirements of Law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Party Obligor hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (Bi) to Private Xxxxxx all Communications other than and (ii) to Public Side Xxxxxx such Communications and only such Communications that the Company clearly identifies in writing as being available for communication to Public Xxxxxx (such Communications, “Private Side Public Sider Communications”). The Borrower agrees to designate as Private Side Communications only those Communications Company represents and warrants that no Public Sider Communication contains or portions thereof that it reasonably believes in good faith constitute will contain any MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean means Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean means Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s Company or its Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdingsthe Company, its Affiliates, its Subsidiaries Affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Lender confirms that it has developed procedures to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will designate at least one individual to receive Private Sider Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Sider Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Communications does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Sider Communications that such electing Lender does not have, and takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Sider Communications.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section Sections 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that any Loan Party identifies in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public other than any Private Side Communications”), and the Communication. Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and Communication (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”)) contains any MNPI. The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries affiliates and any of their its respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) in writing. Each Lender agrees to notify Administrative Agent in writing from time to time of such Lender’s designee’s email address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies Borrowers identify in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower Borrowers shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees Borrowers agree to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s Borrowers’ or its their Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (cb) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings the Borrower is a public reporting company under federal securities laws (regardless of whether Holdings the Borrower is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliatesthe Borrower, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party The Company hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (Bi) to Private Xxxxxx all Communications other than and (ii) to Public Side Xxxxxx such Communications and only such Communications that the Company clearly identifies in writing as being available for communication to Public Xxxxxx (such Communications, “Private Side Public Sider Communications”). The Borrower agrees to designate as Private Side Communications only those Communications Company represents and warrants that no Public Sider Communication contains or portions thereof that it reasonably believes in good faith constitute will contain any MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean means Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean means Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s Company or its Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdingsthe Company, its Affiliates, its Subsidiaries Affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Lender confirms that it has developed procedures to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI (“Private Sider Communications”). Accordingly, each Lender agrees that it will designate at least one individual to receive Private Sider Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Sider Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Communications does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Sider Communications that such electing Lender does not have, and takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Sider Communications.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute contains MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section Sections 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that Borrower identifies in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public other than any Private Side Communications”), and the Communication. Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and Communication (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”)) contains any MNPI. The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, MNPI and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b), (c) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” shall mean Projections and other material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries subsidiaries and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that the Borrower identifies in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “any Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side CommunicationsCommunication. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ ’, securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdingsthe Borrower, its Affiliates, its Subsidiaries Affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and Requirements of Law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower Agent identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower Agent represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower Agent shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower Agent agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute contain MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section Sections 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s Borrowers’ or its their Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliates, Holdings and its Subsidiaries and any of their respective securitiessecurities that is (a) of the type that would not be publicly available (as reasonably determined by the Borrowers) and could not be derived from publicly available information if Holdings and its Subsidiaries were public reporting companies (as reasonably determined by the Borrowers) and (b) material with respect to Holdings, its Subsidiaries or the securities thereof for purposes of United States federal and state securities laws or the applicable securities laws of any jurisdiction where the Loans are syndicated.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx Sxxxxx (as defined below) all Communications that the Borrower Representative identifies in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents Borrowers represent and warrants warrant that no such Public Side Communications contain any MNPIMNPI (as defined below), and, at the reasonable written request of the Administrative Agent, the Borrower Representative shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx Sxxxxx (as defined below) all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower Representative agrees to designate as Private Side Communications only those Communications or portions thereof that it they reasonably believes believe in good faith constitute MNPI, and agrees agree to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a5.01(b), (bc) and (cd) as Private Side Communications. “Private XxxxxxSxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have declared that they are authorized wish to receive MNPI. “Public XxxxxxSxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have do not declared that they are authorized wish to receive MNPI; it being understood that Public Xxxxxx Sxxxxx may be engaged in investment and other market-related activities with respect to Holding’s, the Borrower’s Borrowers’ or its their respective Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States U.S. federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal and state securities laws)) with respect to Holdings, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that Borrower identifies in writing is to be distributed to Private Xxxxxx only so long as Borrower is given reasonable prior notice of any such distribution (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public other than any Private Side Communications”), and the Communication. Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and Communication (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”)) contains any MNPI. The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute include MNPI, and . The Borrower agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that any Loan Party identifies in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public other than any Private Side Communications”), and the Communication. Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and Communication (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”)) contains any MNPI. The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b), (c) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries affiliates and any of their its respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify Administrative Agent in writing from time to time of such Lender’s designee’s email address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx (as defined below) all Communications that the Borrower Representative identifies in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents Borrowers represent and warrants warrant that no such Public Side Communications contain any MNPIMNPI (as defined below), and, at the reasonable written request of the Administrative Agent, the Borrower Representative shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx (as defined below) all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower Representative agrees to designate as Private Side Communications only those Communications or portions thereof that it they reasonably believes believe in good faith constitute MNPI, and agrees agree to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a5.01(b), (bc) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have declared that they are authorized wish to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have do not declared that they are authorized wish to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to PRTH’s, the Borrower’s Borrowers’ or its their respective Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States U.S. federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal and state securities laws)) with respect to HoldingsPRTH, the Initial Borrower, its Affiliates, its Subsidiaries and any of their respective securities.. (ii) Each Lender acknowledges that U.S. federal securities laws prohibit any Person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx Sxxxxx (as defined below) all Communications that the Borrower identifies in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPIMNPI (as defined below), and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx Sxxxxx (as defined below) all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it they reasonably believes believe in good faith constitute MNPI, and agrees agree to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a5.01(b), (bc) and (cd) as Private Side Communications. “Private XxxxxxSxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have declared that they are authorized wish to receive MNPI. “Public XxxxxxSxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have do not declared that they are authorized wish to receive MNPI; it being understood that Public Xxxxxx Sxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States U.S. federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal and state securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx (as defined below) all Communications that the Borrower Representative identifies in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents Borrowers represent and warrants warrant that no such Public Side Communications contain any MNPIMNPI (as defined below), and, at the reasonable written request of the Administrative Agent, the Borrower Representative shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx (as defined below) all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower Representative agrees to designate as Private Side Communications only those Communications or portions thereof that it they reasonably believes believe in good faith constitute MNPI, and agrees agree to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a5.01(b), (bc) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have declared that they are authorized wish to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have do not declared that they are authorized wish to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related marketrelated activities with respect to Holding’s, the Borrower’s Borrowers’ or its their respective Affiliates’ securities or loans. “MNPI” shall mean means material non-public nonpublic information (within the meaning of United States U.S. federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal and state securities laws)) with respect to Holdingsthe Initial Borrower, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (cb) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related market‑related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public non‑public information (within the meaning of United States federal securities laws assuming that Holdings the Borrower is a public reporting company under federal securities laws (regardless of whether Holdings the Borrower is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliatesthe Borrower, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that Borrower identifies in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public other than any Private Side Communications”), and the Communication. Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and Communication (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”)) contains any MNPI. The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute include MNPI. Notwithstanding the foregoing, the following Communication shall be deemed not to be Private Side Communications: (A) the Loan Documents; (B) notification of changes in the terms of the Loan Documents and (C) all information delivered pursuant to Section 5.01(a), (b), (c) or (d). Holdings and its Subsidiaries do not have any publicly traded securities outstanding as of the date hereof. At all times thereafter, Borrower agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries affiliates and any of their respective securitiessecurities that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information). Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings the Borrower is a public reporting company under federal securities laws (regardless of whether Holdings the Borrower is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliatesthe Borrower, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx (as defined below) all Communications that the Borrower identifies in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPIMNPI (as defined below), and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx (as defined below) all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it they reasonably believes believe in good faith constitute MNPI, and agrees agree to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a5.01(b), (bc) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have declared that they are authorized wish to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have do not declared that they are authorized wish to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related market‑related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean means material non-public non‑public information (within the meaning of United States U.S. federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal and state securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute contain MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section Sections 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its their Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliates, Holdings and its Subsidiaries and any of their respective securitiessecurities that is (a) of the type that would not be publicly available (as reasonably determined by the Borrower) and could not be derived from publicly available information if Holdings and its Subsidiaries were public reporting companies (as reasonably determined by the Borrower) and (b) material with respect to Holdings, its Subsidiaries or the securities thereof for purposes of United States federal and state securities laws or the applicable securities laws of any jurisdiction where the Loans are syndicated.

Public/Private. (i) Each Credit Loan Party hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications, including any Communication that Borrower identifies in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public other than any Private Side Communications”), and the Communication. Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and Communication (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”)) contains any MNPI. The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute include MNPI. Notwithstanding the foregoing, the following Communication shall be deemed not to be Private Side Communications: (A) the Loan Documents; (B) notification of changes in the terms of the Loan Documents and (C) all information delivered pursuant to Section 5.01(a), (b), (c) or (d). Holdings and its Subsidiaries do not have any publicly traded securities outstanding as of the date hereof. At all times thereafter, Borrower agrees to use all commercially reasonable reasonably efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to HoldingsBorrower, its Affiliates, its Subsidiaries affiliates and any of their respective securitiessecurities that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information). Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person. Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI. Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx all Communications that the Borrower identifies in writing as containing no MNPI (“Public Side Communications”), and the Borrower represents and warrants that no such Public Side Communications contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s or its Affiliates’ securities or loans. “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws assuming that Holdings the Borrower is a public reporting company under federal securities laws (regardless of whether Holdings the Borrower is actually a public reporting company under federal securities laws)) with respect to Holdings, its Affiliatesthe Borrower, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx (as defined below) all Communications that the Borrower Representative identifies in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents Borrowers represent and warrants warrant that no such Public Side Communications contain any MNPIMNPI (as defined below), and, at the reasonable written request of the Administrative Agent, the Borrower Representative shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx (as defined below) all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower Representative agrees to designate as Private Side Communications only those Communications or portions thereof that it they reasonably believes believe in good faith constitute MNPI, and agrees agree to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a5.01(b), (bc) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have declared that they are authorized wish to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have do not declared that they are authorized wish to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to Holding’s, the Borrower’s Borrowers’ or its their respective Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States U.S. federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal and state securities laws)) with respect to Holdingsthe Initial Borrower, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party hereby authorizes the Administrative Agent to distribute (A) to Public Xxxxxx (as defined below) all Communications that the Borrower Representative identifies in writing as containing contains no MNPI (“Public Side Communications”), and the Borrower represents Borrowers represent and warrants warrant that no such Public Side Communications contain any MNPIMNPI (as defined below), and, at the reasonable written request of the Administrative Agent, the Borrower Representative shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx (as defined below) all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower Representative agrees to designate as Private Side Communications only those Communications or portions thereof that it they reasonably believes believe in good faith constitute MNPI, and agrees agree to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a5.01(b), (bc) and (cd) as Private Side Communications. “Private Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have declared that they are authorized wish to receive MNPI. “Public Xxxxxx” shall mean Lenders’ employees and representatives means Lenders that have personnel who have do not declared that they are authorized wish to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to Holding’s, the Borrower’s Borrowers’ or its their respective Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States U.S. federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal and state securities laws)) with respect to Holdingsthe Initial Borrower, its Affiliates, its Subsidiaries and any of their respective securities.

Public/Private. (i) Each Credit Party Obligor hereby authorizes the Administrative Agent to distribute (Ai) to Private Xxxxxx all Communications and (ii) to Public Xxxxxx all such Communications and only such Communications that the Borrower clearly identifies in writing as containing no MNPI being available for communication to Public Xxxxxx (“Public Side Sider Communications”), and the . The Borrower represents and warrants that no such Public Side Communications Sider Communication contains or will contain any MNPI, and, at the reasonable written request of the Administrative Agent, the Borrower shall use commercially reasonable efforts to identify Public Side Communications by clearly and conspicuously marking the same as “PUBLIC”; and (B) to Private Xxxxxx all Communications other than Public Side Communications (such Communications, “Private Side Communications”). The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” shall mean means Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” shall mean means Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower’s Borrower or its Affiliates’ securities or loans. “MNPI” shall mean means material non-public information (within the meaning of United States federal securities laws assuming that Holdings is a public reporting company under federal securities laws (regardless of whether Holdings is actually a public reporting company under federal securities laws)) with respect to Holdingsthe Borrower, its Affiliates, its Subsidiaries Affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Each Lender confirms that it has developed procedures to ensure compliance with these securities laws. Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI (“Private Sider Communications”). Accordingly, each Lender agrees that it will designate at least one individual to receive Private Sider Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Sider Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Communications does so voluntarily and, by such election, acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Sider Communications that such electing Lender does not have, and takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Sider Communications.