FISCAL YEAR
AND THE STATUS OF EACH SUCH APPLICATION, ALL IN SUCH FORM AS SHALL BE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(J)
DOMESTICATION IN OTHER JURISDICTION.
NOT LESS THAN 30 DAYS PRIOR
TO ANY CHANGE IN THE JURISDICTION OF ORGANIZATION OF ANY LOAN PARTY, A COPY OF
ALL DOCUMENTS AND CERTIFICATES INTENDED TO BE FILED OR OTHERWISE EXECUTED TO
EFFECT SUCH CHANGE.
(K)
OTHER INFORMATION.
WITH REASONABLE PROMPTNESS UPON REQUEST
THEREFOR, SUCH OTHER INFORMATION REGARDING THE BUSINESS, PROPERTIES OR FINANCIAL
CONDITION OF ANY GROUP COMPANY AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY
REASONABLY REQUEST, WHICH MAY INCLUDE SUCH INFORMATION AS ANY LENDER MAY
REASONABLY DETERMINE IS NECESSARY OR ADVISABLE TO ENABLE IT EITHER (I) TO COMPLY
WITH THE POLICIES AND PROCEDURES ADOPTED BY IT AND ITS AFFILIATES TO COMPLY WITH
THE BANK SECRECY ACT, THE U.S. PATRIOT ACT AND ALL APPLICABLE REGULATIONS
THEREUNDER OR (II) TO RESPOND TO REQUESTS FOR INFORMATION CONCERNING HOLDINGS
AND ITS SUBSIDIARIES FROM ANY GOVERNMENTAL, SELF-REGULATORY ORGANIZATION OR
FINANCIAL INSTITUTION IN CONNECTION WITH ITS ANTI-MONEY LAUNDERING AND
ANTI-TERRORISM REGULATORY REQUIREMENTS OR ITS COMPLIANCE PROCEDURES UNDER THE
U.S. PATRIOT ACT, INCLUDING IN EACH CASE INFORMATION CONCERNING THE BORROWER'S
DIRECT AND INDIRECT SHAREHOLDERS AND ITS USE OF THE PROCEEDS OF THE CREDIT
EXTENSIONS HEREUNDER.
(L)
LABELING AND TREATMENT OF CERTAIN INFORMATION.
EACH OF HOLDINGS
AND THE BORROWER HEREBY ACKNOWLEDGES THAT (I) THE ADMINISTRATIVE AGENT AND/OR
THE JOINT LEAD ARRANGERS WILL MAKE AVAILABLE TO THE LENDERS AND THE L/C ISSUERS
MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF HOLDINGS AND THE
BORROWER HEREUNDER (COLLECTIVELY, "GROUP COMPANY MATERIALS") BY POSTING THE
GROUP COMPANY MATERIALS ON INTRALINKS OR ANOTHER SIMILAR ELECTRONIC SYSTEM (THE
"PLATFORM") AND (II) 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 OR THEIR RESPECTIVE SECURITIES) (EACH, A "PUBLIC
LENDER").
EACH OF HOLDINGS AND THE BORROWER HEREBY AGREES THAT:
(I) ALL GROUP
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; (II) BY
MARKING GROUP COMPANY MATERIALS "PUBLIC," EACH OF HOLDINGS AND THE
92
BORROWER SHALL BE DEEMED TO HAVE AUTHORIZED THE ADMINISTRATIVE AGENT, THE JOINT
LEAD ARRANGERS, THE L/C ISSUERS AND THE LENDERS TO TREAT SUCH GROUP COMPANY
MATERIALS AS EITHER PUBLICLY AVAILABLE INFORMATION OR NOT MATERIAL INFORMATION
(ALTHOUGH IT MAY BE SENSITIVE AND PROPRIETARY) WITH RESPECT TO HOLDINGS, THE
BORROWER OR THEIR SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL AND STATE
SECURITIES LAWS; (III) ALL GROUP COMPANY MATERIALS MARKED "PUBLIC" ARE PERMITTED
TO BE MADE AVAILABLE THROUGH A PORTION OF THE PLATFORM DESIGNATED "PUBLIC
INVESTOR", AND (IV) THE ADMINISTRATIVE AGENT AND THE JOINT LEAD ARRANGERS SHALL
BE ENTITLED TO TREAT ANY GROUP COMPANY MATERIALS THAT ARE NOT MARKED "PUBLIC" AS
BEING SUITABLE ONLY FOR POSTING ON A PORTION OF THE PLATFORM NOT DESIGNATED
"PUBLIC INVESTOR".
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