Common use of MNPI Clause in Contracts

MNPI. Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive MNPI with respect to the Borrower 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 Credit Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously ▇▇▇▇ such Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Credit Parties further agree that (x) by marking any Borrower Materials “PUBLIC,” each Credit Party shall be deemed to have authorized the Agent, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to any Credit Party or their securities (or those of any direct or indirect parent company) for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute MNPI, they shall be treated as set forth in Section 9.10(a)); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of any E-System designated “Public Side Information;” and (z) the Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any E-System not designated “Public Side Information.” The Credit Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Credit Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, Swingline Requests and any similar requests or notices posted on or through an E-System). Before distribution of Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein.

MNPI. Certain Parent and the Borrowers acknowledge and agree that (A) the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Loan Parties hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available, to the Lenders by posting such Borrower Materials on an E-System; and (B) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive MNPI material non public information (“MNPI”) with respect to the Borrower Parent and its Subsidiaries or its any of their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-market related activities with respect to such Persons’ securities. The Credit Loan Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (iA) identify in writing, and (iiB) to the extent reasonably practicable, clearly and conspicuously ▇▇▇▇ such any Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Credit Loan Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials Information with the Securities and Exchange CommissionSEC, then Agent, Agent and the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Credit Parties further agree that (x) by marking any Borrower Materials “PUBLIC,” each Credit Party shall be deemed to have authorized the Agent, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to any Credit Party or their securities (or those of any direct or indirect parent company) for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute MNPI, they shall be treated as set forth in Section 9.10(a)); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of any E-System designated “Public Side Information;” and (z) the Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any E-System not designated “Public Side Information.” The Credit Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials Information shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (AI) the Loan Documents, including the schedules and exhibits attached thereto, and (BII) administrative materials of a customary nature prepared by the Credit Loan Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, Swingline Requests including any Accommodation Notice and any similar requests request or notices notice posted on or through an E-System). Before distribution of Borrower Materials, the Credit Loan Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein. The Loan Parties acknowledge and agree that the list of Ineligible Transferees does not constitute MNPI and may be posted to all Lenders by Agent (including any updates or supplements thereto).

MNPI. Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive MNPI with respect to the Borrower 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 Credit Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously ▇▇▇▇ mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Credit Parties further agree that (x) by marking any Borrower Materials “PUBLIC,” each Credit Party shall be deemed to have authorized the Agent, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to any Credit Party or their securities (or those of any direct or indirect parent company) for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute MNPI, they shall be treated as set forth in Section 9.10(a)); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of any E-System designated “Public Side Information;” and (z) the Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any E-System not designated “Public Side Information.” The Credit Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Credit Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, Swingline Requests and any similar requests or notices posted on or through an E-System). Before distribution of Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein.

MNPI. Certain Parent and the Borrowers acknowledge and agree that (A) the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Loan Parties hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available, to the Lenders by posting such Borrower Materials on an E-System; and (B) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive MNPI material non public information (“MNPI”) with respect to the Borrower Parent and its Subsidiaries or its any of their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-market related activities with respect to such Persons’ securities. The Credit Loan Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (iA) identify in writing, and (iiB) to the extent reasonably practicable, clearly and conspicuously ▇▇▇▇ such mark any Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Credit Loan Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials Information with the Securities and Exchange CommissionSEC, then Agent, Agent and the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Credit Parties further agree that (x) by marking any Borrower Materials “PUBLIC,” each Credit Party shall be deemed to have authorized the Agent, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to any Credit Party or their securities (or those of any direct or indirect parent company) for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute MNPI, they shall be treated as set forth in Section 9.10(a)); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of any E-System designated “Public Side Information;” and (z) the Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any E-System not designated “Public Side Information.” The Credit Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials Information shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (AI) the Loan Documents, including the schedules and exhibits attached thereto, and (BII) administrative materials of a customary nature prepared by the Credit Loan Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, Swingline Requests including any Accommodation Notice and any similar requests request or notices notice posted on or through an E-System). Before distribution of Borrower Materials, the Credit Loan Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein. The Loan Parties acknowledge and agree that the list of Ineligible Transferees does not constitute MNPI and may be posted to all Lenders by Agent (including any updates or supplements thereto).

MNPI. Certain (a) At or prior to 10:00 a.m. (New York City time) on the first (1st) Business Day following the Signing Date, Representative Borrower Representative shall file one or more Forms 8-K with the SEC describing the terms of the transactions contemplated by the Financing Documents and including as exhibits to such Form 8-K this Agreement (including the schedules and exhibits hereto) (such Form or Forms 8-K, collectively, the “Announcing Form 8-K”). (b) The Borrowers hereby acknowledge that the Lenders or their respective personnel may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower and each Lender hereby acknowledges that (i) Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive MNPI with respect information that has not been disseminated in a manner making it available to investors generally, within the Borrower or its Affiliates, or meaning of Regulation FD promulgated by the respective securities of any of SEC under the Securities Act and the Exchange Act (all such information described in the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities“MNPI”). The Credit Parties Borrowers hereby agree that if either they, any parent company or any Subsidiary of the (1) each Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall Party will use commercially reasonable efforts to cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously ▇▇▇▇ such all Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws to be identified as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as either (A) “PUBLIC” (which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof) or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Credit Parties further agree that (xB) “PRIVATE”; (2) by marking any the Borrower Materials “PUBLIC,” each Credit Party the Borrowers shall be deemed to have authorized the Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to any Credit Party or their securities (or those of any direct or indirect parent company) for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute MNPI, they shall be treated as set forth in Section 9.10(a)); (y3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of any E-System the Platform designated “Public Side Information;,” and (z4) the Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any E-System the Platform not designated “Public Side Information.” The (it being understood that the Credit Parties further representand their Subsidiaries shall not otherwise be under any obligation to mark any particular Borrower Materials “PUBLIC”). Notwithstanding anything herein to the contrary, warrantfinancial statements and other documentation delivered pursuant to Sections 4.1(a), acknowledge (b), (c) and agree that (f) (with respect to clause (c), only to the following documents extent such reports and materials filings are filed by Borrower Representative with any stock exchange on which any securities of Borrower Representative are traded and/or the SEC) shall be deemed to be suitable for posting on a portion of the Platform designated for “Public Side Information.” Unless expressly marked “PUBLIC” and subject to the prior sentence, whether Agent agrees not to make any such Borrower Materials available to Public Lenders. In the event that any Public Lender has elected for itself to not access any information disclosed through the Platform or not so markedotherwise, such Public Lender acknowledges that (i) Agent and other Lenders may have access to such information and (ii) none of the Credit Parties, Agent or other Lenders with access to such information shall have (x) any responsibility for such Public Lender’s decision to limit the scope of information it has obtained in connection with this Agreement and the other Financing Documents or (y) any duty to disclose such information to such electing Lender or to use such information on behalf of such electing Lender, and do shall not contain be liable for the failure to so disclose or use such information. (c) Notwithstanding the foregoing, to the extent Borrower Representative in good faith determines that it is necessary to disclose MNPI to a Public Lender for purposes relating to this Agreement or any MNPI: other Financing Document (Aincluding seeking a waiver, consent or amendment), Borrower Representative shall inform Agent via email at l▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or any other email address as may be notified by Agent to Borrower Representative in writing from time to time) the Loan Documents, including the schedules and exhibits attached theretoof such determination, and (B) administrative materials of a customary nature prepared by Agent shall distribute such email to the Credit Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, Swingline Requests and any similar requests or notices posted on or through an E-System). Before distribution of Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPIapplicable Public Lender, and a separate letter authorizing distribution within two (2) Business Days after the sending of evaluation materials that do not contain MNPI and represent that no MNPI is contained thereinsuch email by Borrower Representative to Agent, such Public Lender shall engage with Borrower Representative to discuss such purposes.

MNPI. Certain (a) At or prior to 10:00 a.m. (New York City time) on the first (1st) Business Day following the Signing Date, Representative Borrower shall file one or more Forms 8-K with the SEC describing the terms of the transactions contemplated by the Financing Documents and including as exhibits to such Form 8-K this Agreement (including the schedules and exhibits hereto) (such Form or Forms 8-K, collectively, the “Announcing Form 8-K”). (b) The Borrowers hereby acknowledge that the Lenders or their respective personnel may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower and each Lender hereby acknowledges that (i) Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive MNPI with respect information that has not been disseminated in a manner making it available to investors generally, within the Borrower or its Affiliates, or meaning of Regulation FD promulgated by the respective securities of any of SEC under the Securities Act and the Exchange Act (all such information described in the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities“MNPI”). The Credit Parties Borrowers hereby agree that if either they, any parent company or any Subsidiary of the (1) each Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall Party will use commercially reasonable efforts to cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously ▇▇▇▇ such all Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws to be identified as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as either (A) “PUBLIC” (which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof) or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Credit Parties further agree that (xB) “PRIVATE”; (2) by marking any the Borrower Materials “PUBLIC,” each Credit Party the Borrowers shall be deemed to have authorized the Agent, the Lead Arrangers, the L/C Issuers Agent and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to any Credit Party or their securities (or those of any direct or indirect parent company) for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute MNPI, they shall be treated as set forth in Section 9.10(a)); (y3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of any E-System the Platform designated “Public Side Information;,” and (z4) the Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of any E-System the Platform not designated “Public Side Information.” The (it being understood that the Credit Parties further representand their Subsidiaries shall not otherwise be under any obligation to mark any particular Borrower Materials “PUBLIC”). Notwithstanding anything herein to the contrary, warrantfinancial statements and other documentation delivered pursuant to Sections 4.1(a), acknowledge (b), (c) and agree that (f) (with respect to clause (c), only to the following documents extent such reports and materials filings are filed by Borrower Representative with any stock exchange on which any securities of Borrower Representative are traded and/or the SEC) shall be deemed to be suitable for posting on a portion of the Platform designated for “Public Side Information.” Unless expressly marked “PUBLIC” and subject to the prior sentence, whether Agent agrees not to make any such Borrower Materials available to Public Lenders. In the event that any Public Lender has elected for itself to not access any information disclosed through the Platform or not so markedotherwise, such Public Lender acknowledges that (i) Agent and other Lenders may have access to such information and (ii) none of the Credit Parties, Agent or other Lenders with access to such information shall have (x) any responsibility for such Public Lender’s decision to limit the scope of information it has obtained in connection with this Agreement and the other Financing Documents or (y) any duty to disclose such information to such electing Lender or to use such information on behalf of such electing Lender, and do shall not contain be liable for the failure to so disclose or use such information. (c) Notwithstanding the foregoing, to the extent Borrower Representative in good faith determines that it is necessary to disclose MNPI to a Public Lender for purposes relating to this Agreement or any MNPI: other Financing Document (Aincluding seeking a waiver, consent or amendment), Borrower Representative shall inform Agent via email at l▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or any other email address as may be notified by Agent to Borrower Representative in writing from time to time) the Loan Documents, including the schedules and exhibits attached theretoof such determination, and (B) administrative materials of a customary nature prepared by Agent shall distribute such email to the Credit Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests, Swingline Requests and any similar requests or notices posted on or through an E-System). Before distribution of Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPIapplicable Public Lender, and a separate letter authorizing distribution within two (2) Business Days after the sending of evaluation materials that do not contain MNPI and represent that no MNPI is contained thereinsuch email by Borrower Representative to Agent, such Public Lender shall engage with Borrower Representative to discuss such purposes.