Common use of Disclosure of Material Information; No Obligation of Confidentiality Clause in Contracts

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer or its agents or counsel with any information that the Company believes constitutes material non-public information unless prior thereto such Buyer shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, publicly disclose any “material, non-public information” in a Current Report on Form 8-K filed with the Commission within one (1) Business Day following the date that it discloses such information to any Buyer or such earlier time as may be required by applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer has exercised any of its rights and/or remedies under the Transaction Documents, or (iii) any information obtained by any Buyer as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer or its agents or counsel with any information that the Company believes constitutes material non-public information unless prior thereto such Buyer shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, publicly disclose any “material, non-public information” in a Current Report on Form 86-K filed with the Commission within one (1) 1 Business Day following the date that it discloses such information to any Buyer or such earlier time as may be required by applicable law. Any Current Report on Form 86-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 86-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 86-K as provided above), (ii) the fact that any Buyer has exercised any of its rights and/or remedies under the Transaction Documents, or (iii) any information obtained by any Buyer as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiariesbehalf, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the 15701434_11 28 Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a4.8(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section 4.8(a) shall be subject to prior review and comment by the applicable Purchasers. (d) From and after the filing of any such Form 8-K pursuant to Section 4.8(a) with the Commission, no Purchaser shall be deemed to be in possession of any material, nonpublic information regarding the Company.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiariesbehalf, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a4.8(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section 4.8(a) shall be subject to prior review and comment by the applicable Purchasers. (d) From and after the filing of any such Form 8-K pursuant to Section 4.8(a) with the Commission, no Purchaser shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person person or entity acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company deliberately disclosed to such Buyer Purchaser in breach of Section 4.7(a3.9(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In further addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section 3.9(a) shall be subject to prior review and comment by the applicable Purchasers. (d) From and after the filing of any such Form 8-K pursuant to Section 3.9(a) with the SEC, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in such Form 8-K filed pursuant to Section 3.9(a).

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on In the event that the Company discloses any non-public information to a Purchaser and fails to file a Form 8-K filed in accordance with the Commission by above, then such Purchaser shall have the Company pursuant option to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure disclosure, in the form of a press release, public advertisement or otherwise, of such nonpublic information that it believes in its sole discretion constitutes material, non-public information of without the prior approval by the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-KSubsidiaries, or other any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a3.8(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In further addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or any other person and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any purchase and sales, hedging transactions, short sales transactions or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person person or entity acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company deliberately disclosed to such Buyer Purchaser in breach of Section 4.7(a3.8(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In further addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section Section 3.8(a) shall be subject to prior review and comment by the applicable Purchasers. (d) From and after the filing of any such Form 8-K pursuant to Section 3.8(a) with the SEC, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in such Form 8-K filed pursuant to Section 3.8(a). (e) Anything herein to the contrary notwithstanding, each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any of its affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 3.7 (a “Prohibited Short Sale”). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 3.7, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 3.7, (ii) except for a Prohibited Short Sale, no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 3.7 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 3.7. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiariesbehalf, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information unless prior thereto such Buyer Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by Purchasers representing at least 50.1% of the Required Holdersoutstanding Principal Amount of the Debentures, publicly disclose any “material, non-public information” in a Current Report on Form 8-K filed with the Commission within one (1) Business 1Business Day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable BuyersPurchasers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer Purchaser shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer Purchaser as described in Section 4.7(a), no Buyer Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company Each Issuer covenants and agrees that neither it, it nor any other Person person or entity acting on its behalf including any officer, director, employee or agent of will provide the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Lender or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer the Lender shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company Each Issuer understands and confirms that each Buyer the Lender shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Companyan Issuer, or any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Operative Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer the Lender or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer The Lender shall not be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company an Issuer disclosed to such Buyer the Lender in breach of Section 4.7(a4.08(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer the Lender has exercised any of its rights and/or remedies under the Transaction Documents, Operative Documents or (iii) any information obtained by any Buyer the Lender as a result of exercising any of its rights and/or remedies under the Transaction Operative Documents. In further addition, no Buyer the Lender shall not be deemed to be in breach of any duty to the Company any Issuer and/or to have misappropriated any non-public information of the Companyany Issuer, if such Buyer the Lender engages in transactions of securities of the Companyany issuer, including, without limitation, any hedging transactions, short sales or any “derivative” transactions derivative transactions, while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to this Section 4.08 shall be subject to prior review and comment by the Lender. (d) From and after the filing of any such Form 8-K pursuant to Section 4.07 with the SEC, the Lender shall not be in possession of any material, non-public information received from the Company, any of its subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in such Form 8-K filed pursuant to Section 4.07.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer or its agents or counsel with any information that the Company believes constitutes material non-public information unless prior thereto such Buyer shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, publicly disclose any “material, non-public information” in a Current Report on Form 8-K filed with the Commission within one (1) Business Day following the date that it discloses such information to any Buyer or such earlier time as may be required by applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer has exercised any of its rights and/or remedies under the Transaction Documents, or (iii) any information obtained by any Buyer as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person person or entity acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer the Purchaser shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report report on Form 86-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 86-K pursuant to this Section 4.7(a)K, no Buyer the Purchaser shall not be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of received from the Company, without Company any of its Subsidiaries or its personnel’s permission. Except as required by lawany of their respective officers, the Company shall notdirectors, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, employees or other disclosure, made pursuant to this Section 4.7(a)agents. (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer The Purchaser shall not be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company deliberately disclosed to such Buyer Purchaser in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 8-K as provided above3.8(a), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In further addition, no Buyer the Purchaser shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person person or entity acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on In the event that the Company discloses any non-public information to a Purchaser and fails to publicly file a Form 8-K filed in accordance with the Commission by above, then a Purchaser shall have the Company pursuant option to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure disclosure, in the form of a press release, public advertisement or otherwise, of such nonpublic information that it believes in its sole discretion constitutes material, non-public information of without the prior approval by the Company, without Company its Subsidiaries, or any of its personnel’s permission. Except as required by lawor their respective officers, directors, employees or agents; provided, however, such Purchaser shall provide the Company with a copy of such press release, public advertisement or other public announcement at least twelve hours prior to its public dissemination. No Purchaser shall nothave any liability to the Company, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-Kits Subsidiaries, or other any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a3.8(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In further addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section 3.8(a) shall be subject to prior review and comment by the applicable Purchaser. (d) From and after the filing of any Form 8-K pursuant to Section 3.8(a) with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in such Form 8-K filed pursuant to Section 3.8(a).

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on In the event that the Company discloses any non-public information to a Purchaser and fails to file a Form 8-K filed in accordance with the Commission by above, then such Purchaser shall have the Company pursuant option to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure disclosure, in the form of a press release, public advertisement or otherwise, of such nonpublic information that it believes in its sole discretion constitutes material, non-public information of without the prior approval by the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-KSubsidiaries, or other any of its or their respective officers, directors, employees or agents. No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a3.8(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In further addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or any other person and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any purchases and sales, hedging transactions, short sales transactions or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person person or entity acting on its behalf including any officer, director, employee or agent of will provide the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer the Purchaser shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, publicly disclose any “material, non-public information” in a Current Report on Form 8-K filed with the Commission within one (1) Business Day following the date that it discloses such information to any Buyer or such earlier time as may be required by applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer The Purchaser shall not be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company deliberately disclosed to such Buyer the Purchaser in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 8-K as provided above3.7(a), (ii) the fact that any Buyer the Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In further addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer the Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information. (c) Anything herein to the contrary notwithstanding, the Purchaser covenants that neither it, nor any of its affiliates acting on its behalf or pursuant to any understanding with it will execute any short sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 3.6 (a “Prohibited Short Sale”). The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 3.6, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) the Purchaser does not make any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 3.6, (ii) subject to the limitations in Section 3.20 except for a Prohibited Short Sale, the Purchaser shall not be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 3.6 and (iii) the Purchaser shall not have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 3.6.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiariesbehalf, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information unless prior thereto such Buyer Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required HoldersPurchaser, publicly disclose any “material, non-public information” in a Current Report on Form 8-K filed with the Commission within one (1) Business Day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable BuyersPurchaser. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer Purchaser shall not be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer Purchaser as described in Section 4.7(a), no Buyer Purchaser shall not be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer Purchaser shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the The Company covenants and agrees that neither it, it nor any other Person person or entity acting on its behalf including any officer, director, employee or agent of will provide the Company or the Subsidiaries, has provided prior to the date hereof or will in the future provide any Buyer Lender or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer the Lender shall have entered into executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer the Lender shall be relying on the foregoing covenant representations in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Operative Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer the Lender or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer The Lender shall not be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a4.05(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer the Lender has exercised any of its rights and/or remedies under the Transaction Documents, Operative Documents or (iii) any information obtained by any Buyer the Lender as a result of exercising any of its rights and/or remedies under the Transaction Operative Documents. In further addition, no Buyer the Lender shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer the Lender engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” derivative transactions based on securities of the Company while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section 4.04 shall be subject to prior review and comment by the Lender. (d) From and after the filing of any such Form 8-K pursuant to Section 4.04 with the SEC, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in such Form 8-K filed pursuant to Section 4.04.

Disclosure of Material Information; No Obligation of Confidentiality. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including any officer, director, employee or agent of the Company or the Subsidiariesbehalf, has provided prior to the date hereof or will in the future provide any Buyer Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information information, unless prior thereto such Buyer Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event of a breach of the foregoing covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Company shall, unless otherwise agreed by the Required Holders, shall publicly disclose any “material, non-public information” information in a Current Report on Form 8-K filed with the Commission within one (1) Business Day business day following the date that it discloses such information to any Buyer Purchaser or such earlier time as may be required by Regulation FD or other applicable law. Any Current Report on Form 8-K filed with the Commission by the Company pursuant to this Section 4.7(a) shall be subject to prior review and comment by the applicable Buyers. From and after the filing of any such Current Report on Form 8-K pursuant to this Section 4.7(a), no Buyer shall be deemed to be in possession of any material, nonpublic information regarding the Company existing as of the time of such filing. If the Company fails to file a Current Report on Form 8-K within the time required in this Section 4.7(a), each affected Buyer may, in its sole discretion, make a public disclosure of such information that it believes in its sole discretion constitutes material, non-public information of the Company, without Company or its personnel’s permission. Except as required by law, the Company shall not, without the prior written consent of the relevant Buyer, disclose such Xxxxx’s name in the Current Report on Form 8-K, or other disclosure, made pursuant to this Section 4.7(a). (b) Except pursuant to any confidentiality agreement entered into by a Buyer as described in Section 4.7(a), no Buyer No Purchaser shall be deemed to have any obligation of confidentiality with respect to (i) any non-public information of the Company disclosed to such Buyer Purchaser in breach of Section 4.7(a4.8(a) (whether or not the Company files a Current Report on Form 8-K as provided above), (ii) the fact that any Buyer Purchaser has exercised any of its rights and/or remedies under the Transaction Documents, Documents or (iii) any information obtained by any Buyer Purchaser as a result of exercising any of its rights and/or remedies under the Transaction Documents. In addition, no Buyer Purchaser shall be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer Purchaser engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales or any “derivative” transactions while in possession of such non-public information. (c) Any Form 8-K, including all exhibits thereto, filed by the Company pursuant to Section 4.8(a) shall be subject to prior review and comment by the applicable Purchasers. (d) From and after the filing of any such Form 8-K pursuant to Section 4.8(a) with the Commission, no Purchaser shall be deemed to be in possession of any material, nonpublic information regarding the Company.