Common use of Certification of Public Information Clause in Contracts

Certification of Public Information. The Borrower and each Lender acknowledges that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to Section 5.1 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through Syndtrak, Intralinks or any other Internet or intranet website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

Certification of Public Information. The Borrower and each Lender acknowledges acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to Section 5.1 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through Syndtrak, Intralinks or any other Internet or intranet website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders shall be entitled to treat the 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.”

Certification of Public Information. The Borrower and each Lender acknowledges acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.1 5.01 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through SyndtrakIntraLinks/IntraAgency, Intralinks SyndTrak or any other Internet or intranet another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower hereby agrees that (w) to clearly designate all information provided to Administrative Agent by or on behalf of Borrower Materials that are which is suitable to be made make available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” whichLenders. If Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to treat such Borrower Materials as not containing any receive material non-public information with respect to the Borrower or Borrower, its securities for purposes of United States Federal Restricted Subsidiaries and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted their securities. Information required to be made delivered pursuant to Section 5.01(a), Section 5.01(b), and Section 5.01(l)(i) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall have been (i) posted on Borrower’s website or if Borrower shall have posted a link to such information on Borrower’s website or (ii) posted by Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available through a portion on the website of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationSEC at xxxx://xxx.xxx.xxx.”

Certification of Public Information. The Borrower and each Lender Company hereby acknowledges that certain (a) Administrative Agent and its Affiliates may, but shall not be obligated to (except to the extent expressly provided in this Agreement and the other Credit Documents and subject to the confidentiality provisions of the Credit Documents) make available to the Lenders may be Public Lenders and, if documents and the Issuing Banks materials and/or information provided by or notices required to be delivered pursuant to Section 5.1 or Section 5.2 on behalf of Company hereunder (collectively, “Borrower Company Materials”) otherwise are being distributed through by posting Company Materials on IntraLinks, Syndtrak, Intralinks ClearPar, or any other Internet or intranet website or other information platform a substantially similar electronic transmission system (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion ) and (b) certain of the Platform designated for Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the United States federal or state securities laws) with respect to Holding, Company or their respective 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 Public LendersPersons’ securities. The Borrower Company hereby agrees that so long as Company or Holding 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, (w) all Borrower Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Company Materials “PUBLIC,” the Borrower Company shall be deemed to have authorized the Administrative Agent and its Affiliates, the Issuing Banks and the Lenders to treat such Borrower Company Materials as not containing any material non-public information with respect to the Borrower Company or its securities for purposes of United States Federal federal and state securities laws; (y) all Borrower Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders its Affiliates shall be entitled to treat the Borrower any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”” Notwithstanding anything to the contrary in this Section 5.1, (i) none of Company or any of its Restricted Subsidiaries will be required to make any disclosure to Administrative Agent, Issuing Banks or any Lender that (a) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than Company or any of its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), (b) is subject to attorney-client or similar privilege or constitutes attorney work product or (c) in the case of Section 5.1(i)(b) only, creates an unreasonably excessive expense or burden on Company or any of its Restricted Subsidiaries to produce or otherwise disclose and (ii) filing with the Securities and Exchange Commission the financial statements of Holding required by Sections -132- 105376510

Certification of Public Information. The Each Borrower and each Lender acknowledges acknowledge that certain of the Lenders may be Public “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to any Group Member or its Securities, and who may be engaged in investment and other market-related activities with respect to such Group Member’s Securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 5.01 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through SyndtrakIntraLinks, Intralinks SyndTrak or any other Internet or intranet another relevant website or other information platform (the “Platform”), any document or notice that the Borrower Representative has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public public-side Lenders. The Borrower Representative hereby agrees that (w) all Borrower Materials information that are is to be made available to Public public-side Lenders shall be clearly and conspicuously NY\6180200.13 marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials information “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials Information as not containing any material nonNon-public information Public Information with respect to the Borrower Borrowers or its securities their Securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that such information shall be treated as set forth in Section 10.17); (y) all Borrower Materials information marked “PUBLIC” are is permitted to be made available through a portion of the Platform designated “Public Side Information;” for such public-side Lenders; and (z) the Administrative Agent and the Lenders Arrangers shall be entitled to treat the Borrower Materials any Information that are is not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated for such public-side Lenders. Notwithstanding the foregoing, the Borrower Representative shall be under no obligation to xxxx any Information “Public Side InformationPUBLIC.”

Certification of Public Information. The Each Borrower and each Lender acknowledges acknowledge that certain of the Lenders may be Public “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to any Group Member or its Securities, and who may be engaged in investment and other market-related activities with respect to such Group Member’s Securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 5.01 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through SyndtrakIntraLinks, Intralinks SyndTrak or any other Internet or intranet another relevant website or other information platform (the “Platform”), any document or notice that the Borrower Representative has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public public-side Lenders. The Borrower Representative hereby agrees that (w) all Borrower Materials information that are is to be made available to Public public-side Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials information “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials Information as not containing any material nonNon-public information Public Information with respect to the Borrower Borrowers or its securities their Securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that such information shall be treated as set forth in Section 10.17); (y) all Borrower Materials information marked “PUBLIC” are is permitted to be made available through a portion of the Platform designated “Public Side Information;” for such public-side Lenders; and (z) the Administrative Agent 128 NY\5627635.16 and the Lenders Arrangers shall be entitled to treat the Borrower Materials any Information that are is not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated for such public-side Lenders. Notwithstanding the foregoing, the Borrower Representative shall be under no obligation to xxxx any Information “Public Side InformationPUBLIC.”

Certification of Public Information. The Each Borrower and each Lender acknowledges acknowledge that certain of the Lenders may be Public “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to any Group Member or its Securities, and who may be engaged in investment and other market-related activities with respect to such Group Member’s Securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 5.01 or Section 5.2 (collectively, “Borrower Materials”) 131 otherwise are being distributed through SyndtrakIntraLinks, Intralinks SyndTrak or any other Internet or intranet another relevant website or other information platform (the “Platform”), any document or notice that the Borrower Representative has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public public-side Lenders. The Borrower Representative hereby agrees that (w) all Borrower Materials information that are is to be made available to Public public-side Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials information “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials Information as not containing any material nonNon-public information Public Information with respect to the Borrower Borrowers or its securities their Securities for purposes of United States Federal federal and state securities lawslaws (provided, however, that such information shall be treated as set forth in Section 10.17); (y) all Borrower Materials information marked “PUBLIC” are is permitted to be made available through a portion of the Platform designated “Public Side Information;” for such public-side Lenders; and (z) the Administrative Agent and the Lenders Arrangers shall be entitled to treat the Borrower Materials any Information that are is not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated for such public-side Lenders. Notwithstanding the foregoing, the Borrower Representative shall be under no obligation to xxxx any Information “Public Side InformationPUBLIC.”

Certification of Public Information. The Lead Borrower and each Lender hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Lead Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be Public Lenders and, if documents or notices required and may have personnel who do not wish to be delivered pursuant to Section 5.1 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through Syndtrak, Intralinks or any other Internet or intranet website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains receive Material Non-Public Information shall not and who may be posted on engaged in investment and other market-related activities with respect to such Persons’ securities. The Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Platform designated for such Borrower Materials that may be distributed to the Public Lenders. The Lenders and will promptly confirm, at the request of the Administrative Agent, whether any Borrower hereby agrees Materials contain Material Non-Public Information and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; , (x) 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 not containing any material nonMaterial Non-public information with respect to the Borrower or its securities for purposes of United States Federal Public Information (although it may be sensitive and state securities laws; proprietary), (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” Public”, and (z) the Administrative Agent and the Lenders shall be entitled to treat the any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public” and suitable for non-Public Side Lenders. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such document contains Material Non-Public Information: (1) the Credit Documents and (2) term sheets and notification of changes in the terms of this Agreement and the other Credit Documents.”

Certification of Public Information. The Borrower and each Lender Company hereby acknowledges that certain (a) Administrative Agent and its Affiliates may, but shall not be obligated to (except to the extent expressly provided in this Agreement and the other Credit Documents and subject to the confidentiality provisions of the Credit Documents) make available to the Lenders may be Public Lenders and, if documents and the Issuing Banks materials and/or information provided by or notices required to be delivered pursuant to Section 5.1 or Section 5.2 on behalf of Company hereunder (collectively, “Borrower Company Materials”) otherwise are being distributed through by posting Company Materials on Intralinks, Syndtrak, Intralinks ClearPar, or any other Internet or intranet website or other information platform a substantially similar electronic transmission system (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion ) and (b) certain of the Platform designated for Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the United States federal or state securities laws) with respect to Holding, Company or their respective 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 Public LendersPersons’ securities. The Borrower Company hereby agrees that so long as Company or Holding 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, (w) all Borrower Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Company Materials “PUBLIC,” the Borrower Company shall be deemed to have authorized the Administrative Agent and its Affiliates, the Issuing Banks and the Lenders to treat such Borrower Company Materials as not containing any material non-public information with respect to the Borrower Company or its securities for purposes of United States Federal federal and state securities laws; (y) all Borrower Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders its Affiliates shall be entitled to treat the Borrower any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”” Notwithstanding anything to the contrary in this Section 5.1, (i) none of Company or any of its Restricted Subsidiaries will be required to make any disclosure to Administrative Agent, Issuing Banks or any Lender that (a) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than Company or any of its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), (b) is subject to attorney-client or similar privilege or constitutes attorney work product or (c) in the case of Section 5.1(i)(B) only, creates an unreasonably excessive expense or burden on Company or any of its Restricted Subsidiaries to produce or otherwise disclose and (ii) filing with the Securities and Exchange Commission the financial statements of Holding required by Sections 5.1(a) and (b) and the other information required by Section 5.1(i)(A) shall satisfy the delivery requirements of Sections 5.1(a), (b) and (i).

Certification of Public Information. The Each Borrower and each Lender acknowledges that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to Section 5.1 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through Syndtrak, Intralinks or any other Internet or intranet website or other information platform (the “Platform”), any document or notice that the Borrower has Borrowers have indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower Borrowers hereby agrees agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower Borrowers or its their securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” ”; and (z) the Administrative Agent and the Lenders shall be entitled to treat the 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”.”

Certification of Public Information. The Each Borrower and each Lender acknowledges acknowledge that certain of the Lenders may be Public “public-side” Lenders or have personnel that are “public-side” (Lenders that do not wish to receive material non-public information with respect to any Group Member or its securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 5.01 or Section 5.2 (collectively, “Borrower Materials”) otherwise are being distributed through SyndtrakIntraLinks/IntraAgency, Intralinks SyndTrak, ClearPar or any other Internet or intranet another relevant website or other information platform (the “Platform”), any document or notice that the Borrower Representative has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public public-side Lenders. The Borrower hereby Representative agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrowers (“Borrower Information”) which is suitable to make available to “public-side” lenders and that (wx) all such Borrower Materials that are to be made available to Public Lenders Information shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xy) by marking Borrower Materials Information “PUBLIC,” the Borrower Borrowers shall be deemed to have authorized the Administrative Agent Agents, the Arrangers, and the Lenders to treat such Borrower Materials Information as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower any Group Member or its securities for purposes of United States Federal securities; and state securities laws; (yz) all Borrower Materials Information marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders shall be entitled to treat ”. If the Borrower Materials that are Representative has not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”indicated whether any Borrower Information contains 131

Certification of Public Information. The Borrower and each Lender Company hereby acknowledges that certain (a) Administrative Agent and its Affiliates may, but shall not be obligated to (except to the extent expressly provided in this Agreement and the other Credit Documents and subject to the confidentiality provisions of the Credit Documents) make available to the Lenders may be Public Lenders and, if documents and the Issuing Banks materials and/or information provided by or notices required to be delivered pursuant to Section 5.1 or Section 5.2 on behalf of Company hereunder (collectively, “Borrower Company Materials”) otherwise are being distributed through Syndtrak, Intralinks by posting Company Materials on IntraLinks or any other Internet or intranet website or other information platform another similar electronic system (the “Platform”), any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion ) and (b) certain of the Platform designated for Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the United States federal or state securities laws) with respect to Holding, Company or their respective 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 Public LendersPersons’ securities. The Borrower Company hereby agrees that so long as Company or Holding 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, (w) all Borrower Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Company Materials “PUBLIC,” the Borrower Company shall be deemed to have authorized the Administrative Agent and its Affiliates, the Issuing Banks and the Lenders to treat such Borrower Company Materials as not containing any material non-public information with respect to the Borrower Company or its securities for purposes of United States Federal federal and state securities laws; (y) all Borrower Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lenders its Affiliates shall be entitled to treat the Borrower any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”” Notwithstanding anything to the contrary in this Section 5.1, (i) none of Company or any of its Restricted Subsidiaries will be required to make any disclosure to Administrative Agent, Issuing Banks or any Lender that (a) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than Company or any of its Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), (b) is subject to attorney-client or similar privilege or constitutes attorney work product or (c) in the case of Section 5.1(i)(B) only, creates an unreasonably excessive expense or burden on Company or any of its Restricted Subsidiaries to produce or otherwise disclose and (ii) filing with the Securities and Exchange Commission the financial statements of Holding required by Sections 5.1(a) and (b) and the other information required by Section 5.1(i)(A) shall satisfy the delivery requirements of Sections 5.1(a), (b) and (i).