Private-Side Information Contacts. Each Public ​ agrees to cause at least one individual at or on behalf of such Public ​ to at all times have selected the “Private-Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public ​ or its delegate, in accordance with such Public ​’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to information that is not made available through the “Public-Side Information” portion of the Platform and that may contain Private-Side Information with respect to Holdings, its Subsidiaries or their respective securities for purposes of United States federal or state securities laws. In the event that any Public ​ has determined for itself to not access any information disclosed through the Platform or otherwise, such Public ​ acknowledges that # other Lenders may have availed themselves of such information and # neither the ​ nor the Administrative ​ has # any responsibility for such Public ​’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents and # any duty to disclose such information to such Public ​ or to use such information on behalf of such Public ​, and shall not be liable for the failure to so disclose or use, such information.

“Private-Side Information” means any information with respect to Holdings and its Subsidiaries that is not Public-Side Information.

Each of the Administrative ​, the Collateral ​, the Lead Arrangers and the Lenders acknowledges that # the Information may include Private-Side Information concerning Holdings, the ​ or a Subsidiary, as the case may be, # it has developed compliance procedures regarding the use of Private-Side Information and # it will handle such Private-Side Information in accordance with applicable Law, including United States Federal and state securities Laws.

“Public Lenders” means Lenders that do not wish to receive Private-Side Information.

the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which the Assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain Private Side Information) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws), all applicable tax forms required pursuant to [Section 3.01(d)] and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act.

Check for distribution to PUBLIC and Private side Lenders1

Each Borrower and each Lender acknowledge that, if information furnished by any Borrower pursuant to or in connection with this Agreement is being distributed by the Administrative Agent through the Approved Electronic Platform, # the Administrative Agent may post any information that such Borrower has indicated as containing MNPI solely on that portion of the Approved Electronic Platform as is designated for Private Side Lender Representatives and # if any Borrower has not indicated whether any information furnished by it pursuant to or in connection with this Agreement contains MNPI, the Administrative Agent shall post such information solely on that portion of the Approved Electronic Platform as is designated for Private Side Lender Representatives.

Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Preferred Stock or the Conversion Shares by the Company to the Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Holder’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the exchange, offer and sale of the Securities by the Company to the Holder as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Private Offering. No registration of the Company Shares, pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or “blue sky” laws, will be required by the sale of the Company Shares in the manner contemplated in Section 1 herein. ​ agree that neither they, nor anyone acting on their behalf, shall offer to sell the Company Shares or any other securities of the Company so as to require the registration of the Company Shares pursuant to the provisions of the Securities Act of 1933, as amended, or any state securities or “blue sky” laws.