Common use of Disclosure; Confidentiality Clause in Contracts

Disclosure; Confidentiality. On or before 8:00 a.m., New York time, on the first Business Day following the date of this Agreement, the Borrower shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Amendment, attaching this Amendment and disclosing any other presently material non-public information (if any) provided or made available to the Lender (or any of its agents or representatives) on or prior to the date hereof (the “8-K Filing”). From and after the filing of the 8-K Filing, the Borrower shall have disclosed all material, non-public information (if any) provided or made available to the Lender (or any of its agents or representatives) by Borrower or any of its officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by this Amendment or otherwise on or prior to the date hereof. Notwithstanding anything contained in this Amendment to the contrary, and without implication that the contrary would otherwise be true, the Borrower expressly acknowledges and agrees that the Lender shall not have (unless expressly agreed to by the Lender after the date hereof in a written definitive and binding agreement executed by the Borrower and the Lender) any duty of trust or confidence with respect to, or a duty not to trade on the basis of, any information regarding the Borrower.

Disclosure; Confidentiality. On or before 8:00 9:00 a.m., New York time, on the first Business Day following date hereof (the date of this Agreement“8-K Filing Deadline”), the Borrower shall file a Current Report on Form 8-K describing all the material terms of this Agreement and the transactions contemplated by this Amendment, attaching this Amendment Registration Rights Agreement and disclosing any other presently material non-public information (if any) provided or made available to the Lender any Purchaser (or any of its Purchaser’s agents or representatives) on or prior to the date hereof (the “8-K Filing”)) and including as an exhibit to the 8-K Filing this Agreement and the Registration Rights Agreement. From and after the filing of the 8-K FilingFiling Deadline, the Borrower shall have disclosed all material, non-public information (if any) provided or made available to the Lender any Purchaser (or any of its Purchaser’s agents or representatives) by Borrower or any of its respective officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by this Amendment Agreement or otherwise on or prior to the date hereof. Notwithstanding anything contained in this Amendment Agreement to the contrary, 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 the Lender no Purchaser shall not have (unless expressly agreed to by the Lender a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Borrower and the Lendersuch 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 torespect, or a duty not to trade on the basis of, any information regarding the Borrower.

Disclosure; Confidentiality. On or before 8:00 a.m., New York time, on the first Business Day following the date of this Agreement, the Borrower shall file with the Commission a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this AmendmentAgreement, disclosing the effectiveness of this Agreement and the other Transaction Documents entered into pursuant to, or in connection with, this Agreement, attaching this Amendment 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 the Lender (or any of its Lender’s agents or representatives) on or prior to the date hereof (the “Announcing 8-K Filing”). From The Borrower represents and warrants that, from and after the filing of the Announcing 8-K Filing, the Borrower it shall have publicly disclosed all material, non-public information (if any) provided or made available to the Lender (or any of its Lender’s agents or representatives) by the Borrower or any of its officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by this Amendment Agreement or otherwise on or prior to the date hereof. Notwithstanding anything contained in this Amendment Agreement to the contrary, and without implication that the contrary would otherwise be true, the Borrower expressly acknowledges and agrees that that, from and after the Announcing 8-K Filing, no Lender nor any affiliate of Lender shall not have (unless expressly agreed to by the Lender after the date hereof in a written definitive and binding agreement executed by the Borrower and the LenderLender or customary oral (confirmed by e-mail) “wall cross” agreement), any duty of trust or confidence with respect to, or a duty not to trade on the basis in any securities while aware of, any information regarding the Borrower.

Disclosure; Confidentiality. On or before 8:00 a.m., New York City time, on the first Business Day following the date of this AgreementAugust 8, 2019, the Borrower shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this AmendmentAgreement and the New Financing, attaching as exhibits this Amendment Agreement and disclosing any other presently material non-public information (if any) provided or made available to the Lender any Purchaser (or any of its Purchaser’s agents or representatives) on or prior to the date hereof (including the exhibits, the “8-K Filing”). From and after the filing of the 8-K Filing, the Borrower shall have disclosed all material, non-public information (if any) provided or made available to the Lender any Purchaser (or any of its Purchaser’s agents or representatives) by Borrower or any of its respective officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by this Amendment Agreement or the New Financing Documents or otherwise on or prior to the date hereof. Notwithstanding anything contained in this Amendment Agreement to the contrary, contrary and without implication that the contrary would otherwise be true, the Borrower expressly acknowledges and agrees that that, from and after the Lender 8-K Filing, no Purchaser shall not have (unless expressly agreed to by the Lender a particular Purchaser after the date hereof in a written definitive and binding agreement executed by (or customary oral (confirmed by email) “wall-cross” agreement between) the Borrower and the Lender) such particular Purchaser (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.

Disclosure; Confidentiality. On or before 8:00 a.m., New York time, on the first Business Day following the date of this Agreement, the Borrower shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this AmendmentAgreement, attaching this Amendment Agreement and disclosing any other presently material non-public information (if any) provided or made available to the Lender any Purchaser (or any of its Purchaser’s agents or representatives) on or prior to the date hereof (the “8-K Filing”). From and after the filing of the 8-K Filing, the Borrower shall have disclosed all material, non-public information (if any) provided or made available to the Lender any Purchaser (or any of its Purchaser’s agents or representatives) by Borrower or any of its respective officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by this Amendment Agreement or otherwise on or prior to the date hereof. Notwithstanding anything contained in this Amendment Agreement to the contrary, 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 the Lender no Purchaser shall not have (unless expressly agreed to by the Lender a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Borrower and the Lendersuch 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 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 to not, provide any Purchaser with any material non-public information with respect to the 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 event that the 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 Borrower and shall have no duty of trust or confidence with respect thereto.