Common use of Borrower Materials Clause in Contracts

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to the Lenders, and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Material that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available to Public Lenders and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-Public Lenders.

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (iw) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arranger, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor;” and (ivz) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor.”

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the arrangers hereunder will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts (w) all Borrower Materials that are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent Agent, the arrangers, the Issuing Lender and the Lenders to treat such Borrower Materials as either publicly available not containing any material non-public information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, ; (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor” and (ivz) the Administrative Agent and the arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor”.

Borrower Materials. The Borrower Parent and each of the Borrowers hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower Parent and the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., i.e. Lenders that do not wish to receive material non-public information with respect to the Borrower Parent, the Borrowers or its their securities) (each, each a “Public Lender”). The Borrower Parent and each of the Borrowers hereby agrees that it will use commercially reasonable efforts (w) all Borrower Materials that are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, :; (iix) by marking Borrower Materials “PUBLIC,” the Parent and each Borrower shall be deemed to have authorized the Administrative Agent Agent, the Lead Arrangers, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower Parent, the Borrowers or its their securities for purposes of United States Federal and state securities laws, ; (iiiv) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor,” and (ivz) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor.”

Borrower Materials. The Holdings and the Borrower hereby acknowledges acknowledge that (a) the Administrative Agents and the Collateral Agent will make available to the Lenders materials and/or information provided by or on behalf of Holdings or the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials to on Intralinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings, the Borrower Borrower, their respective Affiliates or its their respective securities) (each, a “Public Lender”). The Holdings and the Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Material that may be distributed to the Public Lenders and agree that (i) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (ii) by marking Borrower Materials “PUBLIC,” Holdings and the Borrower shall be deemed to have authorized the Administrative Agents, the Collateral Agent and the Lenders to treat such Borrower Materials as either publicly available not containing any material non-public information or not material information (although it may be sensitive and proprietary) with respect to Holdings, the Borrower Borrower, their respective Affiliates or its their respective securities for purposes of United States Federal federal and state securities lawsLaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated as “Public Lenders Investor”; and (iv) the Administrative Agents and the Collateral Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agents and the Collateral Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Loan Documents. Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by Holdings, the Borrower, the Administrative Agents or the Collateral Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information with respect to Holdings, the Borrower, their respective Affiliates or their respective securities for purposes of United States federal and state securities Laws. Each Lender represents to Holdings, the Borrower, the Administrative Agents and the Collateral Agent that it has developed compliance procedures regarding the use of material non-public information and that it will handle material non-public information in accordance with such procedures and applicable Law, including United States federal and state securities Laws. Each Public LendersLender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings, the Borrower, their respective Affiliates or their respective securities for purposes of United States federal or state securities Laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENTS, THE COLLATERAL AGENT OR ANY OF THE AGENT-RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENTS, THE COLLATERAL AGENT OR ANY OF THE AGENT-RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENTS, THE COLLATERAL AGENT OR ANY OF THE AGENT-RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE TRANSMISSION BY THE ADMINISTRATIVE AGENTS, THE COLLATERAL AGENT OR ANY AGENT-RELATED PARTY OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL AND NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Borrower Materials. The Borrower Borrowers hereby acknowledges acknowledge that (aA) the Administrative Borrowers and Agent have made, and will make make, available to the Lenders Finance Parties materials and/or information provided by or on behalf of the Borrower hereunder Borrowers hereunder, including materials and information made available pursuant to SECTION 4 , the Schedules attached hereto, and the reports and other information to be provided pursuant to SECTION 5 (collectively, the “Borrower Materials”) by posting the Borrower Materials to the Lenders, and (bB) certain of the Lenders Lenders, identified in Exhibit D hereto, may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower Borrowers or its their securities) (each, a “Public Lender”). The Borrowers hereby further agree that (1) all Borrower hereby agrees Materials that it will use commercially reasonable efforts are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (ii2) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be confidential, sensitive and proprietary) with respect to the Borrower Borrowers or its their securities for purposes of United States Federal federal and state securities lawslaws (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 8.25); (iii3) all Borrower Materials marked “PUBLIC” are permitted to be made available through web-based or other electronic media or pursuant to the provisions of Section 8.6 hereof, to Public Lenders Lenders; and (iv4) the Administrative Agent shall be entitled to treat and shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-be made available to Lenders that are not Public Lenders.

Borrower Materials. The Borrower Each Loan Party hereby acknowledges that (ai) the Administrative Agent will and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the Lenders, “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Borrower Loan Parties or its their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Borrower Each Loan Party hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (iA) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iiB) by marking Borrower Materials “PUBLIC,” the Borrower Loan Parties shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, any L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Loan Parties or its their securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (iiiC) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (ivD) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lenders▇▇▇▇ any Borrower Materials “PUBLIC”.

Borrower Materials. The Parent and the Borrower hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Parent or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on the Lenders, Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent, the Borrower or its their securities) (each, a “Public Lender”). The Each of the Parent and the Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (iw) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” ”, the Parent and the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arrangers and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Parent, the Borrower or its their securities for purposes of United States Federal and state securities laws, ; (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor”; and (ivz) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor”.

Borrower Materials. The Borrower Tripwire hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or and information provided by or on behalf of the Borrower hereunder Tripwire under this Agreement (collectively, “Borrower Materials”) by posting the Borrower Materials to on DXSyndicate or another similar electronic system (the Lenders“Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”)) may have personnel who do not wish to receive material non public information with respect to Tripwire or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities. The Borrower Tripwire hereby agrees that so long as Tripwire or any of its Subsidiaries is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (iw) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” the Borrower Tripwire shall be deemed to have authorized the Administrative Agent Agent, the Issuing Bank, and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non public information (although it may be sensitive and proprietary) with respect to the Borrower Tripwire, or its (or its Subsidiaries’) securities for purposes of United States Federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 15.26 of this Agreement; (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (ivz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, Tripwire shall be under no obligation to non-Public Lenders▇▇▇▇ any Borrower Materials “PUBLIC.”

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent will may make available to the Lenders materials and/or information provided by or on behalf of Borrower and the Borrower Guarantors hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials to on Intralinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower Borrower, the Guarantors, or its securitiestheir securities or subsidiaries) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts (w) all Borrower Materials that are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available not containing any material non-public information or not material information (although it may be sensitive and proprietary) with respect to the Borrower Borrower, the Guarantors, or its their securities or subsidiaries for purposes of United States Federal federal and state securities lawslaws (provided, (iii) all however, that to the extent such Borrower Materials marked “PUBLIC” are permitted to be made available to Public Lenders and (iv) the Administrative Agent constitute confidential information, they shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” treated as being suitable only for posting to non-Public Lenders.set forth in

Borrower Materials. The Borrower Parent and each of the Borrowers hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower Parent and the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., i.e. Lenders that do not wish to receive material non-public information with respect to the Borrower Parent, the Borrowers or its their securities) (each, each a “Public Lender”). The Borrower Parent and each of the Borrowers hereby agrees that it will use commercially reasonable efforts (w) all Borrower Materials that are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, :; (iix) by marking Borrower Materials “PUBLIC,” the Parent and each Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arranger, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower Parent, the Borrowers or its their securities for purposes of United States Federal and state securities laws, ; (iiiv) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor,” and (ivz) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor.”

Borrower Materials. The Parent and the Borrower hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Parent or the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on the Lenders, Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Parent, the Borrower or its their securities) (each, a “Public Lender”). The Each of the Parent and the Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (iw) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” ”, the Parent and the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Parent, the Borrower or its their securities for purposes of United States Federal and state securities laws, ; (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor”; and (ivz) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor”.

Borrower Materials. The Each Borrower hereby acknowledges that (aA) the Administrative Agent will and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the Lenders, “Platform”) and (bB) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Borrower Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Borrower Company hereby agrees that that, upon the request of the Administrative Agent, it will use commercially reasonable efforts to identify that portion of the Borrower Material CHAR1\1858015v1CHAR1\1858015v2 Materials that may be distributed to the Public Lenders and that (i1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (ii2) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Borrowers or its their securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 13.10); (iii3) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (iv4) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lenders▇▇▇▇ any Borrower Materials “PUBLIC”.

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent will may make available to the Lenders materials and/or information provided by or on behalf of Borrower and the Borrower Guarantors hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials to on Intralinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower Borrower, the Guarantors, or its securitiestheir securities or subsidiaries) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts (w) all Borrower Materials that are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available not containing any material non-public information or not material information (although it may be sensitive and proprietary) with respect to the Borrower Borrower, the Guarantors, or its their securities or subsidiaries for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute confidential information, they shall be treated as set forth in Section 16.16); (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated as “Public Lenders Investor;” and (ivz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless Borrower notifies Agent promptly prior to their intended distribution that any such document contains material non-public information: (1) this Agreement and the Other Documents and (2) notification of changes in the terms of the Term Loans. Each Public LendersLender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to all Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower, the Guarantors, any Parent or their securities and subsidiaries for purposes of United States Federal or state securities laws. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials or any issues involving the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD ARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY AGENT WITH RESPECT TO BORROWER MATERIALS OR THE PLATFORM. The Lenders acknowledge that Borrower Materials may include material non-public information of the Loan Parties and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Loan Party’s securities. None of Agent or any related Person thereof shall have any liability to the Loan Parties, the Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform or delivery of Borrower Materials and other information through the Platform.

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “"Borrower Materials”") by posting the Borrower Materials to on IntraLinks or another similar electronic system (the Lenders, "Platform") and (b) certain of the Lenders may be “"public-side” " Lenders (i.e., i.e. Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, each a “"Public Lender”"). The Borrower hereby agrees that it will use commercially reasonable efforts (w) all Borrower Materials that are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “"PUBLIC” " which, at a minimum, means shall mean that the word “"PUBLIC” " shall appear prominently on the first page thereof, :; (iix) by marking Borrower Materials “"PUBLIC,” " the Borrower shall be deemed to have authorized the Administrative Agent Agent, the Arranger, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, ; (iiiv) all Borrower Materials marked “"PUBLIC” " are permitted to be made available to through a portion of the Platform designated "Public Lenders Investor," and (ivz) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “"PUBLIC” " as being suitable only for posting to non-on a portion of the Platform not designated "Public LendersInvestor."

Borrower Materials. The Borrower Parent and each of the Borrowers hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower Parent and the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower Parent, the Borrowers or its their securities) (each, each a “Public Lender”). The Borrower Parent and each of the Borrowers hereby agrees that it will use commercially reasonable efforts (w) all Borrower Materials that are to identify that portion of the Borrower Material that may be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, :; (iix) by marking Borrower Materials “PUBLIC,” the Parent and each Borrower shall be deemed to have authorized the Administrative Agent Agent, the Joint Lead Arrangers, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower Parent, the Borrowers or its their securities for purposes of United States Federal and state securities laws, ; (iiiv) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor;” and (ivz) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor.”

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and each L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks or another similar electronic system (the Lenders, “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts so long as Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to identify a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that portion of the Borrower Material that may are to be distributed made available to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iix) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent Agent, each L/C Issuer, and the Lenders to treat such Borrower Materials as either publicly available not containing any material non-public information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, ; (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor;” and (ivz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lendersm▇▇▇ any Borrower Materials “PUBLIC.”

Borrower Materials. The Each Borrower hereby acknowledges that (aA) the Administrative Agent will and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the Lenders, “Platform”) and (bB) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-publicnon-public information with respect to the Borrower Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-relatedmarket-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Borrower Company hereby agrees that that, upon the request of the Administrative Agent, it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (i1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (ii2) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-publicnon-public information (although it may be sensitive and proprietary) with respect to the Borrower Borrowers or its their securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 13.10); (iii3) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (iv4) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lendersmark any Borrower Materials “PUBLIC”.

Borrower Materials. The Borrower Each Loan Party hereby acknowledges that (ai) the Administrative Agent will and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the Lenders, “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Borrower Loan Parties or its their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Borrower Each Loan Party hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (iA) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iiB) by marking Borrower Materials “PUBLIC,” the Borrower Loan Parties shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, any L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Loan Parties or its their securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (iiiC) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (ivD) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lendersmark any Borrower Materials “PUBLIC”.

Borrower Materials. The Each Borrower hereby acknowledges that (aA) the Administrative Agent will and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the Lenders, “Platform”) and (bB) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Borrower Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Borrower Company hereby agrees that that, upon the request of the Administrative Agent, it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (i1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (ii2) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Borrowers or its their securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 13.10); (iii3) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (iv4) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lendersm▇▇▇ any Borrower Materials “PUBLIC”.

Borrower Materials. The Borrower Each Loan Party hereby acknowledges that (ai) the Administrative Agent will make available and/or an Affiliate thereof may, but shall not be obligated to, makeavailable to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the Lenders, “Platform”) and (bii) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Borrower Loan Parties or its their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Borrower Each Loan Party hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Equity Interests that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (iA) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (iiB) by marking Borrower Materials “PUBLIC,” the Borrower Loan Parties shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, any L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Loan Parties or its their securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (iiiC) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (ivD) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lendersmark any Borrower Materials “PUBLIC”.

Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks or another similar electronic system (the Lenders“Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information (or, if Holdings is not at the time a public reporting company, material information of a type that would not reasonably be expected to be publicly available if Holdings was a public reporting company) with respect to Holdings, the Borrower or its Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as solely containing information that is either (A) publicly available information or (B) not material information (although it may be sensitive and proprietary) with respect to Holdings, the Borrower or its Subsidiaries or any of their respective securities for purposes of United States Federal and state securities lawslaws (provided, however, that such Borrower Materials shall be treated as set forth in Section 9.16, to the extent such Borrower Materials constitute information subject to the terms thereof), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting to non-on a portion of the Platform not designated “Public LendersInvestor.”

Borrower Materials. The Each Borrower hereby acknowledges that (aA) the Administrative Agent will and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials to on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the Lenders, “Platform”) and (bB) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Borrower Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities) (each, a “Public Lender”). The Borrower Company hereby agrees that that, upon the request of the Administrative Agent, it will use commercially reasonable efforts to identify that portion of the Borrower Material Materials that may be distributed to the Public Lenders and that (i1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, ; (ii2) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent Agent, any Affiliate thereof, the Arranger, the Issuing Lenders and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower Borrowers or its their securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 13.10); (iii3) all Borrower Materials marked “PUBLIC” are permitted to be made available to through a portion of the Platform designated “Public Lenders Side Information;” and (iv4) the Administrative Agent and any Affiliate thereof and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to non-Public Lenders▇▇▇▇ any Borrower Materials “PUBLIC”.