Common use of Disclosure; Confidentiality Clause in Contracts

Disclosure; Confidentiality. The Company shall, on or before 8:30 a.m., New York, New York time, within one (1) Trading Day after the date of this Agreement, file with the SEC a Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and attaching the form of this Agreement and the New Note as exhibits thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after the issuance of the 8-K Filing, the Company represents to the Investor that it shall have publicly disclosed all material, non-public information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, in connection with the Transaction Documents. The Company shall not, and shall cause its officers, directors, employees, Affiliates and agents not to, provide the Investor with any material, non-public information regarding the Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of such material non-public information, provided that the Investor shall remain subject to applicable law. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure; Confidentiality. The Company shall, on On or before 8:30 7:00 a.m., New York, New York time, within one (1) Trading Day after on September 27, 2018, the date of this Agreement, Borrower shall file with the SEC a Current Report on Form 8-K disclosing describing all the material terms of the transactions contemplated hereby by this Amendment, attaching this Amendment and attaching disclosing any other presently material non-public information (if any) provided or made available to any Purchaser (or any Purchaser’s agents or representatives) on or prior to the form date hereof and that is not otherwise publicly disclosed at or prior to the time of this Agreement and the New Note as exhibits thereto such filing (collectively with all exhibits attached thereto, the “8-K Filing”). From and after the issuance filing of the 8-K Filing, the Company represents to the Investor that it Borrower shall have publicly disclosed all material, non-public information received from the Company (if any) provided or made available to any Purchaser (or any Purchaser’s agents or representatives) by Borrower or any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, agents in connection with the transactions contemplated by this Amendment or otherwise on or prior to the date hereof, including with respect to the transactions described in the Borrower’s Current Report on Form 8-K filed with SEC on September 6, 2018. Notwithstanding anything contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, after giving effect to the 8-K Filing, the Borrower expressly acknowledges and agrees that no Purchaser shall have (unless expressly agreed to by a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Borrower and such particular Purchaser or customary oral (confirmed by e-mail) “wall-cross” agreement (it being understood and agreed that no Purchaser may bind any other Purchaser with respect thereto)), any duty of trust or confidence with respect to, or a duty not to trade on the basis of, any information regarding the Borrower. Notwithstanding any affirmative disclosure obligations of the Borrower or the Guarantor pursuant to the terms of this Amendment or any of the other Transaction Documents. The Company Documents or anything else to the contrary contained herein or therein, (a), subject to clause (b) below, each of the Borrower and the Guarantor shall not, and shall cause each of its officers, directors, employees, Affiliates and agents not toto not, provide the Investor any Purchaser with any material, material non-public information regarding with respect to the Company Borrower from and after the filing of the Form 8-K Filing with the SEC without the express prior written consent of such Purchaser, and (b) in the Investor. To the extent event that the Company delivers Borrower or the Guarantor believes that a notice or communication to any Purchaser contains material, nonpublic information with respect to the Borrower, the Borrower shall so indicate to such Purchaser prior to the delivery of such notice or communication, and such indication shall provide such Purchaser the means to refuse to receive such notice or communication (in which case any obligation of the Borrower or the Guarantor to provide such notice to such Purchaser under the Facility Agreement or this Amendment shall be deemed waived), and in the absence of any such indication, such Purchaser shall be allowed to presume that all matters relating to such notice or communication do not constitute material non-public information with respect to the Investor without the Investor’s express prior written consent, the Company hereby covenants Borrower and agrees that the Investor shall not have any no duty of confidentiality to the Company, any of its Subsidiaries trust or any of their respective officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of such material non-public information, provided that the Investor shall remain subject to applicable law. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Companyconfidence with respect thereto.

Disclosure; Confidentiality. The Company shall, on On or before 8:30 7:00 a.m., New York, New York time, within one on the first (11st) Trading Business Day after the date of this Agreement, the Borrower shall file with the SEC a Current Report on Form 8-K disclosing describing all the material terms of the transactions contemplated hereby and by this Agreement, attaching the form of this Agreement and disclosing any other presently material non-public information (if any) provided or made available to any Purchaser (or any Purchaser’s agents or representatives) on or prior to the New Note as exhibits thereto date hereof (collectively with all exhibits attached thereto, the “8-K Filing”). From and after the issuance filing of the 8-K Filing, the Company represents to the Investor that it Borrower shall have publicly disclosed all material, non-public information received from the Company (if any) provided or made available to any Purchaser (or any Purchaser’s agents or representatives) by Borrower or any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, agents in connection with the transactions contemplated by this Agreement or otherwise on or prior to the date hereof. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, after giving effect to the 8-K Filing, the Borrower expressly acknowledges and agrees that no Purchaser shall have (unless expressly agreed to by a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Borrower and such particular Purchaser or customary oral (confirmed by e-mail) “wall-cross” agreement (it being understood and agreed that no Purchaser may bind any other Purchaser with respect thereto)), any duty of trust or confidence with respect to, or a duty not to trade on the basis of, any information regarding the Borrower. Notwithstanding any affirmative disclosure obligations of the Borrower or the Guarantor pursuant to the terms of this Agreement or any of the other Transaction Documents. The Company Documents or anything else to the contrary contained herein or therein, (a), subject to clause (b) below, each of the Borrower and the Guarantor shall not, and shall cause each of its officers, directors, employees, Affiliates and agents not toto not, provide the Investor any Purchaser with any material, material non-public information regarding with respect to the Company Borrower from and after the filing of the Form 8-K Filing with the SEC without the express prior written consent of such Purchaser, and (b) in the Investor. To the extent event that the Company delivers Borrower or the Guarantor believes that a notice or communication to any Purchaser contains material, nonpublic information with respect to the Borrower, the Borrower shall so indicate to such Purchaser prior to the delivery of such notice or communication, and such indication shall provide such Purchaser the means to refuse to receive such notice or communication (in which case any obligation of the Borrower or the Guarantor to provide such notice to such Purchaser under the Facility Agreement or this Agreement shall be deemed waived), and in the absence of any such indication, such Purchaser shall be allowed to presume that all matters relating to such notice or communication do not constitute material non-public information with respect to the Investor without the Investor’s express prior written consent, the Company hereby covenants Borrower and agrees that the Investor shall not have any no duty of confidentiality to the Company, any of its Subsidiaries trust or any of their respective officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of such material non-public information, provided that the Investor shall remain subject to applicable law. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Companyconfidence with respect thereto.

Disclosure; Confidentiality. The Company shall, on On or before 8:30 8:00 a.m., New York, New York time, within one (1) Trading Day after on the date of this Agreement, the Borrower shall file with the SEC a Current Report on Form 8-K disclosing describing all the material terms of the transactions contemplated hereby and by this Agreement, attaching the form of this Agreement (including Exhibit A hereto) and disclosing any other presently material non-public information (if any) provided or made available to any Purchaser (or any Purchaser’s agents or representatives) on or prior to the New Note as exhibits thereto date hereof (collectively with all exhibits attached thereto, the “8-K Filing”). From and after the issuance filing of the 8-K Filing, the Company represents to the Investor that it Borrower shall have publicly disclosed all material, non-public information received from the Company (if any) provided or made available to any Purchaser (or any Purchaser’s agents or representatives) by Borrower or any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, in connection with the Transaction Documents. The Company shall not, and shall cause its officers, directors, employees, Affiliates and agents not to, provide the Investor with any material, non-public information regarding the Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not in connection with the transactions contemplated by this Agreement or otherwise on or prior to trade on the basis of such material non-public information, provided date hereof. Notwithstanding anything contained in this Agreement to the contrary and without implication that the Investor shall remain subject contrary would otherwise be true, after giving effect to applicable law. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company Borrower expressly acknowledges and agrees that no Purchaser shall have (unless expressly agreed to by a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Borrower and such particular Purchaser or customary oral (confirmed by e-mail) “wall-cross” agreement (it being understood and agreed that no Purchaser may bind any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Companyother Purchaser with respect thereto)), any duty of its Subsidiaries trust or confidence with respect to, or a duty not to trade on the basis of, any information regarding the Borrower. Notwithstanding any affirmative disclosure obligations of the Borrower or Guarantor pursuant to the terms of this Agreement or any of their respective the other Loan Documents or anything else to the contrary contained herein or therein, (a), subject to clause (b) below, each of the Borrower and Guarantor shall not, and shall cause each of its officers, directors, Affiliatesemployees and agents to not on behalf of the Borrower, employees or agents, on provide any Purchaser with any material non-public information with respect to the one handBorrower from and after the filing of the Form 8-K Filing with the SEC without the express prior written consent of such Purchaser, and (b) in the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms event that the Investor will rely on Borrower or Guarantor believes that a notice or communication to any Purchaser contains material, nonpublic information with respect to the foregoing representations Borrower, the Borrower shall so indicate to such Purchaser prior to the delivery of such notice or communication, and such indication shall provide such Purchaser the means to refuse to receive such notice or communication (in effecting transactions in securities which case any time period to deliver such notice or communication to any Purchaser shall automatically be deemed tolled with respect to each Purchaser until one Business Day after such Purchaser has advised the Borrower whether it wishes to receive or refuse such notice or communication and any obligation of the CompanyBorrower to provide such notice to such Purchaser under the Facility Agreement or this Agreement shall be deemed waived if such Purchaser fails to advise the Borrower that it wishes to refuse such notice or communication). In the absence of any such indication by Borrower to a Purchaser, such Purchaser shall be allowed to presume that all matters relating to such notice or communication do not constitute material nonpublic information with respect to the Borrower.

Disclosure; Confidentiality. The Company shallInvestors hereby acknowledge that they are in possession of material, on nonpublic information about the Parent, the Investor Securities and the Parent Common Stock, consisting, without limitation, of the transactions contemplated by this Agreement and the other Transaction Documents, including the Parent’s intention to commence the Merger, and the Investors hereby agree that, except for the Exchange, they may not disclose any such information or before 8:30 a.m., New York, New York time, within one (1) Trading Day after purchase or sell any securities of the date Parent while in possession of this Agreement, file with such information until the SEC Parent files a Current Report on Form 8-K with the SEC disclosing all material terms of these matters (the transactions contemplated hereby and attaching the form of this Agreement and the New Note as exhibits thereto (collectively with all exhibits attached thereto, the “"8-K Filing”"). From and after the issuance filing of the 8-K FilingFiling with the SEC, the Company represents to the Parent acknowledges and agrees that no Investor that it shall have publicly disclosed all be in possession of any material, non-public nonpublic information received from the Company or Company, the Parent, the Merger Sub, any of its Subsidiaries their respective subsidiaries or any of their respective officers, directors, employees, Affiliates employees or agents, that is not disclosed in connection with the Transaction Documents8-K Filing. The Company Company, the Parent and the Merger Sub shall not, and shall cause its each of their respective subsidiaries and each of their respective officers, directors, employeesemployees and agents, Affiliates and agents not to, provide the any Investor with any material, non-public nonpublic information regarding the Company Company, the Parent, the Merger Sub, any of their respective subsidiaries, the Investor Securities or the Common Stock from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the such Investor. To the extent that the Company Company, the Parent, the Merger Sub, any of their respective subsidiaries or any of their respective officers, directors, employees or agents delivers any material, non-public information to the an Investor without the such Investor’s express prior written 's consent, the Company Parent hereby covenants and agrees that the such Investor shall not have any duty obligation of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agentsobligation not to trade with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of of, such material material, non-public information, provided that the Investor shall remain subject to applicable law. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure; Confidentiality. The Company shall, on On or before 8:30 7:00 a.m., New York, New York time, within one on the first (11st) Trading Day business day after the date of this Agreement, the Corporation shall file with the SEC a Current Report on Form 8-K disclosing describing all the material terms of the transactions contemplated hereby and by this Agreement, attaching the form of this Agreement and the New Note as exhibits thereto Series C Preferred Stock Designation and disclosing any other presently material non-public information (collectively with all exhibits attached thereto, if any) provided or made available to any Stockholder (or any Stockholder’s agents or representatives) on or prior to the date hereof (the “8-K Filing”). From and after the issuance of the 8-K Filing, the Company represents to the Investor that it shall have publicly disclosed all material, non-public information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, in connection with the Transaction Documents. The Company shall not, and shall cause its officers, directors, employees, Affiliates and agents not to, provide the Investor with any material, non-public information regarding the Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of such material non-public information, provided that the Investor shall remain subject to applicable law. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that Corporation shall have disclosed all material, non-public information (if any) provided or made available to any and all confidentiality Stockholder (or similar obligations under any agreementStockholder’s agents or representatives) by the Corporation, whether written or oral, between the Company, any of its Subsidiaries Affiliates or any of their respective officers, directorsdirectors or employees in connection with the transactions contemplated by this Agreement or otherwise on or prior to the date hereof. The Corporation expressly acknowledges and agrees that, Affiliatesnotwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, employees after giving effect to the 8-K Filing, no Stockholder shall have (unless expressly agreed to by a particular Stockholder after the date hereof in a written definitive and binding agreement executed by the Corporation and such particular Stockholder or agentscustomary oral (confirmed by e-mail) “wall-cross” agreement (it being understood and agreed that no Stockholder may bind any other Stockholder with respect thereto)), any duty of trust or confidence with respect to, or a duty not to trade in any securities on the one handbasis of, any information regarding the Corporation. Notwithstanding any affirmative disclosure obligations of the Corporation pursuant to the terms of this Agreement or anything else to the contrary contained herein or in the Series C Preferred Stock Designation, (a), subject to clause (b) below, the Corporation shall not, and the Investor or any shall cause each of its Affiliates and its and its Affiliates’ officers, directors and employees to not, provide any Stockholder with any material non-public information with respect to the Corporation from and after the filing of the Form 8-K Filing with the SEC without the express prior written consent of such Stockholder, and (b) in the event that the Corporation believes that a notice or communication to any Stockholder contains material, nonpublic information with respect to the Corporation, the Corporation shall so indicate to such Stockholder prior to the delivery of such notice or communication, and such indication shall provide such Stockholder the means to refuse to receive such notice or communication (in which case any obligation of the Corporation to provide such notice to such Stockholder under this Agreement shall be deemed waived), and in the absence of any such indication, such Stockholder shall be allowed to presume that all matters relating to such notice or communication do not constitute material non-public information with respect to the Corporation and shall have no duty of trust or confidence with respect thereto or obligation to not trade any securities on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Companybasis thereof.

Disclosure; Confidentiality. The Company shall, on On or before 8:30 8:00 a.m., New York, New York time, within one (1) Trading on the first Business Day after following the date of this Agreement, the Borrower shall file with the SEC Commission a Current Report on Form 8-K disclosing describing all the material terms of the transactions contemplated hereby by this Agreement, the A&R Certificate of Designation and the other Transaction Documents entered into pursuant to, or in connection with, this Agreement, attaching this Agreement (including the form of the A&R Certificate of Designation and the other exhibits and schedules to this Agreement) and the other Transaction Documents entered into pursuant to, or in connection with, this Agreement (in each case, without any redaction therefrom) and disclosing any other presently material non-public information (if any) provided or made available to any Deerfield Lender (or any Deerfield Lender’s agents or representatives) on or prior to the New Note as exhibits thereto date hereof (collectively with all exhibits attached thereto, the “Announcing 8-K Filing”). From No later than 8:00 a.m. on the earlier of (i) the first Business Day following the Effective Date and (ii) the date this Agreement is terminated, the Borrower shall file with the Commission a Current Report on Form 8-K (the “Closing 8-K Filing”) (y) disclosing the occurrence of the Effective Time and the consummation of the Exchange and attaching the A&R Certificate of Designation and the form of the Exchange Warrant or, if applicable, (z) disclosing that this Agreement has been terminated. The Borrower represents and warrants that, from and after the issuance filing of the Announcing 8-K Filing, the Company represents to the Investor that it shall have publicly disclosed all material, non-public information received from (if any) provided or made available to any Deerfield Lender (or any Deerfield Lender’s agents or representatives) by the Company Borrower or any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, in connection with the Transaction Documents. The Company shall not, and shall cause its officers, directors, employees, Affiliates and agents not to, provide the Investor with any material, non-public information regarding the Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not in connection with the transactions contemplated by this Agreement or otherwise on or prior to trade on the basis of such material non-public informationdate hereof. Notwithstanding anything contained in this Agreement to the contrary, provided and without implication that the Investor shall remain subject to applicable law. The Company shall not disclose contrary would otherwise be true, the name of Borrower expressly acknowledges and agrees that, from and after the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the Announcing 8-K Filing, no Deerfield Lender nor any affiliate of any Deerfield Lender shall have (unless expressly agreed to by such particular Deerfield Lender after the Company acknowledges date hereof in a written definitive and agrees binding agreement executed by the Borrower and such particular Deerfield Lender or customary oral (confirmed by e-mail) “wall cross” agreement (it being understood and agreed that no Deerfield Lender may bind any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Companyother Deerfield Lender with respect thereto)), any duty of its Subsidiaries trust or confidence with respect to, or a duty not to trade in any of their respective officerssecurities while aware of, directors, Affiliates, employees or agents, on any information regarding the one hand, and the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the CompanyBorrower.

Disclosure; Confidentiality. Except as may be necessary to perform its duties under this Agreement as required by applicable regulations, PDTC as Registrar and/or Paying Agent: (a) shall keep privileged, confidential, separate, and distinct any information, data, documents, files, properties, funds, or any other matter which it may acquire pursuant to this Agreement or obtained in the course of the performance of its duties and functions; (b) shall refrain from disclosing any such information or item in any manner, whether written, oral, telegraphic, coded or encrypted, whether in physical, electronic, or any other form or media; and (c) hereby undertakes not to use any such information or item for its own benefit or for the benefit of any of its clients regardless of whether or not such use can be shown to cause disadvantage, injury, or damage to the Issuer. The Company shallIssuer hereby authorizes PDTC as Registrar and/or Paying Agent to disclose information and/or transfer data regarding this Agreement if required to do so by: 12.3.1 Request of any CP Holders with respect to its own holdings of the CPs; 12.3.2 Request of the Issuer through its authorized officers or employees, on all of whom shall be caused by the Issuer to keep confidential all such information disclosed to them; 12.3.3 Corporate practice, as disclosures made to directors, officers, employees, auditors, or before 8:30 a.m., New York, New York time, within one (1) Trading Day after the date legal counsel of PDTC necessary to perform its functions under this Agreement, file with the SEC all of whom shall be caused by PDTC to keep confidential all such information disclosed to them; 12.3.4 any applicable law, statute, or other regulation of or by any court order or similar process enforceable in any relevant jurisdiction; 12.3.5 any regulatory body, self-regulatory entity, clearing system/company or depository (whether of a Current Report on Form 8-K disclosing all material terms governmental nature or otherwise) in any relevant jurisdiction 12.3.6 any department or agency of government in any relevant jurisdiction; and 12.3.7 any offices, branches, or subsidiaries of the transactions contemplated hereby and attaching the form of this Agreement and the New Note as exhibits thereto (collectively with all exhibits attached thereto, the “8-K Filing”). From and after the issuance of the 8-K Filing, the Company represents to the Investor that it shall have publicly disclosed all material, non-public information received from the Company PDS Group or any of its Subsidiaries agents or any of their respective officers, directors, employees, Affiliates or agents, third parties in connection with this Agreement (including the Transaction Documents. The Company shall not, and shall cause its officers, directors, employees, Affiliates and agents not to, provide services/duties to be provided by the Investor with any material, non-public information regarding the Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of such material non-public information, provided that the Investor shall remain subject to applicable law. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations Registrar under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Investor or any of its Affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Companythis Agreement).

Disclosure; Confidentiality. (A) The Company shallBank is hereby authorized to disclose any financial or other information it may have about the Borrower or any Subsidiary to any present or future purchaser, on participant or before 8:30 a.m.assignee or prospective participant or assignee, New Yorkany regulatory body or agency having jurisdiction over the Bank, New York time, within one (1) Trading Day after the date of this Agreement, file with the SEC a Current Report on Form 8-K disclosing or to any Person which succeeds' to all material terms or any part of the transactions contemplated hereby Bank's interest herein; provided, however, that prior to the occurrence of an Event of Default, as a condition to the release of such information to a purchaser, participant or assignee, such person shall agree to be bound by the confidentiality provisions set forth in this section. The information provided may include, but is not limited to, amounts, terms, balances, payment history, return item history and attaching any financial or other information about the form Borrower or any Subsidiary and their respective Affiliates. (B) The Bank agrees to, and to take those steps reasonably required to cause its Affiliates, representatives and independent contractors to, take reasonable precautions and exercise due care to maintain the confidentiality of all information provided to it or on its behalf by the Borrower or any Subsidiary, under this Agreement or any other Loan Document, and neither it nor any of its Affiliates shall use any such information other than in connection with or in the enforcement of this Agreement and the New Note other Loan Documents or in connection with other business now or hereafter existing or contemplated with the Borrower or any Subsidiary; except to the extent such information (i) was or becomes generally available to the public other than as exhibits thereto a result of disclosure by the Bank, or (collectively ii) was or becomes available on a non-confidential basis from a source other than such the Borrower, provided that such source is not bound by a confidentiality agreement with all exhibits attached theretothe Borrower known to the Bank; provided, however, that the “8-K Filing”). From and after Bank may disclose such information (1) at the issuance request or pursuant to any requirement of any Governmental Body to which the Bank is subject or in connection with an examination of the 8-K Filing, Bank by any such governmental body; (2) pursuant to subpoena or other court process provided the Company represents Borrower is given prior notice of such process to the Investor that it shall have publicly disclosed all material, non-public information received from extent the Company Bank is permitted to provide such notice; (3) when required to do so in accordance with the provisions of any applicable law provided the Borrower is given prior notice of such process to the extent the Bank is permitted to provide such notice; (4) to the extent reasonably required in connection with any litigation or any of proceeding to which the Bank or its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, may be party; (5) to the extent reasonably required in connection with the Transaction Documents. The Company shall not, and shall cause its officers, directors, employees, Affiliates and agents not to, provide the Investor with exercise of any material, non-public information regarding the Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers right or remedy or under any material, non-public information other Loan Document; (6) to the Investor without the Investor’s express prior written consentBank's independent auditors and other professional advisors; (7) to any purchaser, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries participant or any of their respective officers, directors, employees, Affiliates assignee actual or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of such material non-public informationpotential, provided that such Person agrees in writing to keep such information confidential to the Investor shall remain subject to applicable law. The Company shall not disclose the name same extent required of the Investor in any filing, announcement, release Bank hereunder; (8) as to the Bank or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and the Investor or any of its Affiliates, on as expressly permitted under the terms of any other hand, shall terminate document or agreement regarding confidentiality to which the Borrower or any Subsidiary is a party; and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company(9) to its Affiliates.