CURRENT CALENDAR MONTH OR, IF
THE 15TH DAY IS NOT A FRIDAY, THE NEAREST FRIDAY TO THE 15TH DAY.
(C)
WITHIN 15 BUSINESS DAYS OF THE END OF EACH
CALENDAR MONTH ENDING AFTER THE DATE OF THIS NOTE, BOOKHAM, INC. SHALL PROVIDE
THE HOLDER WITH (I) A STATEMENT OF OPERATIONS, BALANCE SHEET AND STATEMENT OF
CASHFLOWS PREPARED IN ACCORDANCE WITH BOOKHAM, INC.'S INTERNAL FORMAT FOR
BOOKHAM, INC. AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, FOR THE PREVIOUS
CALENDAR MONTH AND (II) A FINANCIAL FORECAST OF BOOKHAM, INC. AND ITS
SUBSIDIARIES, ON A CONSOLIDATED BASIS, FOR THE CURRENT QUARTER AND FOR THE FOUR
SUBSEQUENT QUARTERS, CONSISTING OF A STATEMENT OF OPERATIONS, BALANCE SHEET AND
STATEMENT OF CASHFLOWS PREPARED IN ACCORDANCE WITH BOOKHAM, INC.'S INTERNAL
FORMAT, AS WELL AS QUALITATIVE ANALYSIS OF SUCH FORECASTS AND ANY CHANGES FROM
PRIOR FORECASTS PROVIDED TO THE HOLDER IN ACCORDANCE WITH THIS SECTION 7(C);
PROVIDED, HOWEVER, THAT FROM TIME TO TIME THE HOLDER MAY INSTRUCT THE BORROWER
TO DISCONTINUE THE DELIVERY OF REPORTS PURSUANT TO THIS SECTION 7(C).
(D)
NEITHER THE BORROWER NOR ANY GUARANTOR SHALL
DISTRIBUTE, SELL, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ANY COLLATERAL
WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER WHILE THE GUARANTEED OBLIGATIONS
ARE OUTSTANDING, EXCEPT FOR THE DISPOSITION OF EQUIPMENT HAVING A FAIR MARKET
VALUE NOT TO EXCEED $5,000,000 IN THE AGGREGATE.
(E)
THE HOLDER AND ITS REPRESENTATIVES SHALL
HOLD IN CONFIDENCE, AND SHALL NOT DISCLOSE TO ANY PERSON OUTSIDE ITS
ORGANIZATION, ANY OF THE INFORMATION PROVIDED BY BOOKHAM, INC. PURSUANT TO
SECTION 7(B) OR SECTION 7(C) WITHOUT THE PRIOR WRITTEN CONSENT OF BOOKHAM,
INC..
THE HOLDER SHALL DISCLOSE SUCH INFORMATION ONLY TO PERSONS WITHIN ITS
ORGANIZATION WHO HAVE A NEED TO KNOW SUCH INFORMATION IN THE COURSE OF THE
PERFORMANCE OF THEIR DUTIES.
THE HOLDER WILL PROMPTLY REPORT TO BOOKHAM, INC.
ANY ACTUAL VIOLATION OF THE TERMS OF THIS SECTION 7(E) AND WILL TAKE ALL
REASONABLE FURTHER STEPS REQUESTED BY BOOKHAM, INC. TO PREVENT, CONTROL OR
REMEDY ANY SUCH VIOLATION.
THE OBLIGATIONS OF THE HOLDER IN THIS SECTION 7(E)
SHALL NOT APPLY, AND THE HOLDER SHALL HAVE NO FURTHER OBLIGATIONS, WITH RESPECT
TO (I) ANY INFORMATION THAT IS KNOWN TO THE HOLDER PRIOR TO THE DATE OF
DISCLOSURE OF SUCH INFORMATION PURSUANT TO SECTIONS 7(B) OR 7(C) HEREOF OR IS
PUBLICLY AVAILABLE WHEN PROVIDED OR THAT THEREAFTER BECOMES PUBLICLY AVAILABLE
OTHER THAN THROUGH A BREACH BY THE HOLDER OF THIS SECTION 7(E), OR (II) ANY
INFORMATION THAT THE HOLDER OR ITS REPRESENTATIVES ARE REQUIRED TO DISCLOSE TO
OR BY A COURT, GOVERNMENTAL OR REGULATORY AGENCY, STOCK EXCHANGE OR SIMILAR
BODY, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, PROVIDED THAT THE HOLDER
EXERCISES ITS REASONABLE EFFORTS TO PRESERVE THE CONFIDENTIALITY OF THE
INFORMATION, INCLUDING, WITHOUT LIMITATION, BY COOPERATING WITH BOOKHAM, INC. TO
OBTAIN AN APPROPRIATE PROTECTIVE ORDER OR OTHER RELIABLE ASSURANCE THAT
CONFIDENTIAL TREATMENT WILL BE ACCORDED THE INFORMATION BY THE PERSON OR ENTITY
RECEIVING SUCH INFORMATION.
(F)
THE HOLDER ACKNOWLEDGES THAT IT IS AWARE
APPLICABLE SECURITIES LAWS PROHIBIT ANY