pursuant to or in connection with, or in the course
of administering, this Agreement will be syndicate-level information, which may
contain MNPI.
Each Lender represents to Parent and the Administrative Agent
that (i) it has developed compliance procedures regarding the use of MNPI and
that it will handle MNPI in accordance with such procedures and applicable law,
including Federal, state and foreign securities laws, and (ii) it has identified
in its Administrative Questionnaire a credit contact who may receive information
that
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may contain MNPI in accordance with its compliance procedures and applicable
law, including Federal, state and foreign securities LENDER
ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT
PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND
ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES,
AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF
MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC
INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS
(b)
Parent and each Lender acknowledge that, if
information furnished by the Loan Parties pursuant to or in connection with this
Agreement is being distributed by the Administrative Agent through the Platform,
(i) the Administrative Agent may post any information that Parent has indicated
as containing MNPI solely on that portion of the Platform designated for Private
Side Lender Representatives and (ii) if Parent has not indicated whether any
information furnished by it pursuant to or in connection with this Agreement
contains MNPI, the Administrative Agent reserves the right to post such
information solely on that portion of the Platform designated for Private Side
Lender Representatives.
Parent agrees to clearly designate all information
provided to the Administrative Agent by or on behalf of Parent that is suitable
to be made available to Public Side Lender Representatives, and the
Administrative Agent shall be entitled to rely on any such designation by Parent
without liability or responsibility for the independent verification thereof.ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH
MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH
LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS
IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
(c)
The Borrower represents and warrants that
each of it and its Controlling and Controlled entities, and Parent and Parent's
Controlling and Controlled entities, in each case, if any (collectively with the
Borrower, the "Relevant Entities"), either (i) has no SEC registered or
unregistered, publicly traded securities outstanding, or (ii) files its
financial statements with the SEC and/or makes its financial statements
available to potential holders of its securities, and, accordingly, the Borrower
hereby (i) authorizes the Administrative