Common use of Public/Private Clause in Contracts

Public/Private. Each Obligor hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications and (ii) to Public Xxxxxx such Communications and only such Communications that the Guarantor clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”). The Guarantor represents and warrants that no Public Sider Communication contains or will contain any MNPI. “Private Xxxxxx” means Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” 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 Guarantor or its Affiliates’ securities or loans. “MNPI” means material non-public information (within the meaning of United States federal securities laws) with respect to the Guarantor, its 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. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications Communications, including any Communication that Borrowers identify in writing is to be distributed to Private Xxxxxx only (“Private Side Communications”), and (ii) to Public Xxxxxx such all Communications and only such Communications that the Guarantor clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”). The Guarantor represents and warrants that no Public Sider Communication contains or will contain other than any MNPIPrivate Side Communication. “Private Xxxxxx” means shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means 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 Guarantor Borrowers’ or its Affiliatestheir affiliates’ securities or loans. “MNPI” means shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrowers, its Affiliates their affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider 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 LenderXxxxxx’s Administrative Questionnaire. Each Lender Xxxxxx agrees to notify the Administrative Agent in writing from time to time of such LenderXxxxxx’s designee’s e-mail address to which notice of the availability of Private Sider Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent Agents and other Lenders may have access to Private Sider Side Communications that such electing Lender Xxxxxx does not have, 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 Sider Side Communications.

Public/Private. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications Borrower Materials and (ii) to Public Xxxxxx such Communications Borrower Materials and only such Communications Borrower Materials that the Guarantor Loan Parties clearly identifies identify in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”). The Guarantor Each Loan Party represents and warrants that no Public Sider Communication contains or will contain any MNPI. Each Loan Party covenants and agrees that it will use reasonable best efforts to promptly file or furnish on Form 8-K, or widely disseminate a press release, disclosing in full any MNPI that has been disclosed to the Private Xxxxxx in a notice given pursuant to Section 6.03(a). “Private Xxxxxx” means Lenders’ Administrative Agent’s or any Lender’s employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means Lenders’ Administrative Agent’s or any Lender’s 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 Guarantor Loan Parties or its their respective Affiliates’ securities or loans. “MNPI” means material non-public nonpublic information (within the meaning of United States federal securities laws) with respect to the GuarantorLoan Parties, its their respective Affiliates and any of their respective securities. Each The Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Loan Parties or the Administrative Agent (including Committed Loan Notices and any similar requests or notices posted on or through the Platform). Administrative Agent and 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 Administrative Agent and each Lender confirms that it has developed procedures to ensure compliance with these securities laws. Each Administrative Agent and each Lender acknowledges that circumstances may arise that require it to refer to Communications Borrower Materials 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 to the Administrative QuestionnaireAgent. Each Lender agrees to notify the Administrative Agent from time to time of such LenderXxxxxx’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 Xxxxxx 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. This Section 10.01(n) shall become effective upon the consummation of the Merger Transactions.

Public/Private. Each Obligor hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications and (ii) to Public Xxxxxx such Communications and only such Communications that the Guarantor Borrower clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”). The Guarantor Borrower represents and warrants that no Public Sider Communication contains or will contain any MNPI. “Private Xxxxxx” means Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” 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 Guarantor Borrower or its Affiliates’ securities or loans. “MNPI” means material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its 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. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications 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 such all Communications and only such Communications that the Guarantor clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”)other than any Private Side Communication. The Guarantor Borrower represents and warrants that no Public Sider Communication (other than Private Side Communications) contains or will contain any MNPI. Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith include 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” means shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means 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 Guarantor Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” means shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its Affiliates affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider 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 Sider Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent Agents and other Lenders may have access to Private Sider Side Communications that such electing Lender does not have, 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 Sider Side Communications.

Public/Private. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications 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 such all Communications and only such Communications that the Guarantor clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”)other than any Private Side Communication. The Guarantor Borrower represents and warrants that no Public Sider Communication (other than Private Side Communications) contains or will contain any MNPI. Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith include MNPI. 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 reasonably efforts not to designate any Communications provided under Section 5.01(a), (b) and (c) as Private Side Communications. “Private Xxxxxx” means shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means 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 Guarantor Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” means shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its Affiliates affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider 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 Sider Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent Agents and other Lenders may have access to Private Sider Side 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.have and

Public/Private. Each Obligor The Borrower hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications and (ii) to Public Xxxxxx such Communications and only such Communications that the Guarantor Borrower clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”). The Guarantor Borrower represents and warrants that no Public Sider Communication contains or will contain any MNPI. “Private Xxxxxx” means Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” 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 Guarantor Borrower or its Affiliates’ securities or loans. “MNPI” means material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its 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 LenderXxxxxx’s Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent from time to time of such LenderXxxxxx’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 Xxxxxx 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. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications Communications, including any Communication that such Loan Party identifies in writing is to be distributed to Private Xxxxxx only ("Private Side Communications"), and (ii) to Public Xxxxxx such all Communications and only such Communications that the Guarantor clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”)other than any Private Side Communication. The Guarantor Each Loan Party represents and warrants that no Public Sider Communication (other than Private Side Communications) contains or will contain any MNPI. “Each Loan Party agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith include MNPI. Each Loan Party agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 4.01(a), (b), and (c) as Private Side Communications. "Private Xxxxxx” means " shall mean Lenders’ ' employees and representatives who have declared that they are authorized to receive MNPI. “"Public Xxxxxx” means " 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 Guarantor Guarantor's or its Affiliates’ affiliates' securities or loans. “"MNPI” means " shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the Guarantor, its Affiliates affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s 's contact information) on such Lender’s 's Administrative Questionnaire. Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s 's designee’s 's e-mail address to which notice of the availability of Private Sider Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Sider Side Communications that such electing Lender does not have, 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 Sider Side Communications.

Public/Private. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications Communications, and (ii) to Public Xxxxxx such only Communications and only such Communications that the Guarantor clearly Borrower identifies in writing as being available for communication to Public Xxxxxx not containing any MNPI (“Public Sider Side Communications”). The Guarantor Borrower represents and warrants that no Public Sider Side Communication contains or will contain any MNPI. Borrower agrees to designate as Public Side Communications only those Communications or portions thereof that it reasonably believes in good faith do not include MNPI, and agrees to use all commercially reasonable efforts to designate any Communications provided under Section 5.01(a), (b) and (c) as Public Side Communications. “Private Xxxxxx” means shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means 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 Guarantor Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” means shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its Affiliates affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider Communications that are not Public 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 Sider Communications that are not Public Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Communications that are not Public Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent Agents and other Lenders may have access to Private Sider Communications that are not Public Side Communications that such electing Lender does not have, 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 Sider Communications that are not Public Side Communications.

Public/Private. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications Communications, and (ii) to Public Xxxxxx such only Communications and only such Communications that the Guarantor clearly Borrower identifies in writing as being available for communication to Public Xxxxxx not containing any MNPI (“Public Sider Side Communications”). The Guarantor Borrower represents and warrants that no Public Sider Side Communication contains or will contain any MNPI. Borrower agrees to designate as Public Side Communications only those Communications or portions thereof that it reasonably believes in good faith do not include MNPI, and agrees to use all commercially reasonable efforts to designate any Communications provided under Section 5.01(a), (b) and (c) as Public Side Communications. “Private Xxxxxx” means shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means 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 Guarantor Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” means shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its Affiliates affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider Communications that are not Public 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 Sider Communications that are not Public Side Communications may be sent by electronic transmission. SC1:3775857.9 LEGAL_US_E # 113365636.9 Each Lender that elects not to be given access to Private Sider Communications that are not Public Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent Agents and other Lenders may have access to Private Sider Communications that are not Public Side Communications that such electing Lender does not have, 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 Sider Communications that are not Public Side Communications.

Public/Private. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications 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 such all Communications and only such Communications that the Guarantor clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”)other than any Private Side Communication. The Guarantor Borrower represents and warrants that no Public Sider Communication (other than Private Side Communications) contains or will contain any MNPI. 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” means shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means 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 Guarantor Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” means shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its Affiliates affiliates and any of their its respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider 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 email address to which notice of the availability of Private Sider Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent Agents and other Lenders may have access to Private Sider Side Communications that such electing Lender does not have, 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 Sider Side Communications.

Public/Private. Each Obligor Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Xxxxxx all Communications 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 such all Communications and only such Communications that the Guarantor clearly identifies in writing as being available for communication to Public Xxxxxx (“Public Sider Communications”)other than any Private Side Communication. The Guarantor Borrower represents and warrants that no Public Sider Communication (other than Private Side Communications) contains or will contain any MNPI. 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” means shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI. “Public Xxxxxx” means 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 Guarantor Borrower’s or its Affiliatesaffiliates’ securities or loans. “MNPI” means shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the GuarantorBorrower, its Affiliates affiliates and any of their respective securities. Each Lender acknowledges that United States federal and state securities laws prohibit any Person 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 Personperson. 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 Sider 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 Sider Side Communications may be sent by electronic transmission. Each Lender that elects not to be given access to Private Sider Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Administrative Agent and other Lenders may have access to Private Sider Side Communications that such electing Lender does not have, 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 Sider Side Communications.