Non-Public Information. (a) Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by any Loan Party or the Administrative Agent 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 each Borrower and the Administrative Agent that # 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 # it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that # the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, # it has developed compliance procedures regarding the use of material non-public information and # it will handle such material non-public information in accordance with Applicable Law, including United States federal and state securities Laws.

SECTION # Material Non-Public Information. (a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 8.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING ​ 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.

Rule 144 Availability; Public Information. At all times during the period commencing on the Closing Date and ending at such time that all of the Securities can be sold without the requirement to be in compliance with Rule 144(c)(1) under the 1933 Act and otherwise without restriction or limitation pursuant to Rule 144 under the 1933 Act, the Company shall use its reasonable best efforts to ensure the availability of Rule 144 under the 1933 Act to the Investor with regard to the Shares and the Warrant Shares, including compliance with Rule 144(c)(1) under the 1933 Act. If, # at any time the Investor owns any Securities, the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) under the 1933 Act (a “Public Information Failure”), or # the Company shall fail to take such action as is reasonably requested by the Investor to enable the Investor to sell the Shares and the Warrant Shares pursuant to Rule 144 under the 1933 Act (including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144 under the 1933 Act), then, in either case, in addition to the Investor’s other available remedies, the Company shall pay to the Investor, in cash, as liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of the Investor’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required for the Investor to transfer the Shares and the Warrant Shares pursuant to Rule 144 under the 1933 Act. The payments to which the Investor shall be entitled pursuant to this Section 8 are referred to herein as “Rule 144 Failure Payments.” Rule 144 Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Rule 144 Failure Payments are incurred and # the third (3rd) Trading Day after the event or failure giving rise to the Rule 144 Failure Payments is cured.

with privacy Laws applicable to such Non-Public Personal Information and protect the confidentiality and security of any Non-Public Personal Information provided to it hereunder by:

To the extent that Reinsurer request or agrees to receive any Non-Public Personal Information from the Ceding Company under or pursuant to this Agreement, the Reinsurer agrees to, and agrees to cause its Affiliates to, comply with applicable Law relating to any such Non-Public Personal Information and to protect the confidentiality and security of any such Non-Public Personal Information, including by: # holding all such Non-Public Personal Information in strict confidence; # maintaining appropriate measures that are designed to protect the security, integrity and confidentiality of such Non-Public Personal Information; and # disclosing and using such Non-Public Personal Information solely for purposes of carrying out the Reinsurer’s obligations under this Agreement, for purposes of retrocession, or as may otherwise be required or permitted by Law.

Section # Non-Public Information.

“Non-Public Information” means material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower or the Restricted Subsidiaries or any of their respective Securities.

The ​ and [[Organization A:Organization]] acknowledge and agree that the parties do not intend that the ​ provide to the [[Organization A:Organization]] any Non-Public Personal Information in connection with the ​’s reporting obligations under [Section 7.01], but that the [[Organization A:Organization]] nevertheless may have access to Non-Public Personal Information related to the reinsurance hereunder. To the extent that any Non-Public Personal Information is provided to the [[Organization A:Organization]], the [[Organization A:Organization]] agrees to, and agrees to cause its Affiliates to, comply