BASIS, FOR THE PREVIOUS
CALENDAR MONTH AND (II) A FINANCIAL FORECAST OF THE BORROWER 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 THE BORROWER'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 THE BORROWER PURSUANT TO
SECTION 7(B) OR SECTION 7(C) WITHOUT THE PRIOR WRITTEN CONSENT OF THE BORROWER.
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 THE BORROWER
ANY ACTUAL VIOLATION OF THE TERMS OF THIS SECTION 7(E) AND WILL TAKE ALL
REASONABLE FURTHER STEPS REQUESTED BY THE BORROWER 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 THE BORROWER 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 PERSON WHO IS AWARE OF MATERIAL,
NON-PUBLIC INFORMATION ABOUT A COMPANY OBTAINED DIRECTLY OR INDIRECTLY FROM THAT
COMPANY FROM PURCHASING OR SELLING SECURITIES OF SUCH COMPANY OR FROM
COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON UNDER CIRCUMSTANCES IN WHICH
IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO PURCHASE OR SELL SUCH
SECURITIES AND AGREES THAT IT WILL NOT DO SO WHILE IN POSSESSION OF ANY MATERIAL
NONPUBLIC INFORMATION ABOUT THE BORROWER.