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 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 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 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.