Common use of Public/Private Clause in Contracts

Public/Private. 1 Borrower hereby authorizes the Administrative Agent to distribute (i) to Private Sxxxxx all Communications, including any Communication that Borrower identifies in writing is to be distributed to Private Sxxxxx only ("Private Side Communications"), and (ii) to Public Sxxxxx all Communications other than any Private Side Communication. Borrower represents and warrants that no Communication (other than Private Side Communications) contains 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. Borrower 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 Sxxxxx" shall mean Lenders' employees and representatives who have declared that they are authorized to receive MNPI. "Public Sxxxxx" shall mean Lenders' employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Sxxxxx may be engaged in investment and other market-related activities with respect to Borrower's or its affiliates' securities or loans. "MNPI" shall mean material non-public information (within the meaning of United States federal securities laws) with respect to Borrower, 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 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 Administrative Agent 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. 1 Borrower Each Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Sxxxxx Xxxxxx all Communications, including any Communication that Borrower identifies in writing is to be distributed to Private Sxxxxx Xxxxxx only ("“Private Side Communications"”), and (ii) to Public Sxxxxx Xxxxxx all Communications other than any Private Side Communication. Borrower represents and warrants that no Communication (other than Private Side Communications) contains 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. Borrower constitute MNPI and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 4.01(a5.01(a), (b), (c) and (cd) as Private Side Communications. "“Private Sxxxxx" Xxxxxx” shall mean Lenders' ’ employees and representatives who have declared that they are authorized to receive MNPI. "“Public Sxxxxx" Xxxxxx” shall mean Lenders' ’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Sxxxxx Xxxxxx may be engaged in investment and other market-related activities with respect to Borrower's ’s or its affiliates' ’ securities or loans. "“MNPI" ” shall mean Projections and other material non-public information (within the meaning of United States federal securities laws) with respect to Borrower, its affiliates 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 Private Side 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 ’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 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 Administrative Agent 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. 1 Borrower Each Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Sxxxxx Xxxxxx all Communications, including any Communication that the Borrower identifies in writing is to be distributed to Private Sxxxxx Xxxxxx only ("“Private Side Communications"”), and (ii) to Public Sxxxxx Xxxxxx all Communications other than any Private Side Communication. The Borrower represents and warrants that no Communication (other than 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 include MNPI. Borrower constitute MNPI and agrees to use all commercially reasonable efforts not to designate any Communications provided under Section 4.01(a5.01(d), (b), h) and (ci) as Private Side Communications. "“Private Sxxxxx" Xxxxxx” shall mean Lenders' ’ employees and representatives who have declared that they are authorized to receive MNPI. "“Public Sxxxxx" Xxxxxx” shall mean Lenders' ’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Sxxxxx Xxxxxx may be engaged in investment and other market-related activities with respect to the Borrower's ’s or its affiliates' ’ securities or loans. "“MNPI" ” shall mean the Approved Budget and other material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, its affiliates 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 ’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 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 Administrative Agent 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.