OR ALL OF WHICH MAY
BE MATERIAL AND/OR NON-PUBLIC, AND SALEM PARTNERS SHALL HAVE NO OBLIGATION TO
DISCLOSE SUCH INFORMATION TO THE COMPANY OR USE SUCH INFORMATION IN THE
PERFORMANCE OF ITS SERVICES HEREUNDER.
7.
THE AGREEMENT SHALL CONTINUE IN EFFECT UNTIL THE EARLIER OF
(X) 12 MONTHS OR (Y) 30 DAYS FOLLOWING NOTICE OF TERMINATION BY EITHER THE
COMPANY OR SALEM PARTNERS.
THE PROVISIONS OF PARAGRAPHS 3 (OTHER THAN THE FIRST
SENTENCE THEREOF), 4, 5, 6, 7, 8, 9, 10 AND 11 HEREOF SHALL SURVIVE ANY
TERMINATION OF THE AGREEMENT.
IN ADDITION, IN THE EVENT THAT A TRANSACTION IS
ENTERED INTO WITHIN 12 MONTHS FOLLOWING THE TERMINATION OF THE AGREEMENT, WITH A
PARTY WHICH CONDUCTS DISCUSSIONS WITH THE COMPANY IN WHICH SALEM PARTNERS
PARTICIPATES OR IS SUBSTANTIALLY INVOLVED DURING THE TERM OF THE AGREEMENT, THE
COMPANY SHALL PAY SALEM PARTNERS THE COMPENSATION DESCRIBED IN PARAGRAPH 4 UPON
THE CONSUMMATION THEREOF.
8.
FOLLOWING THE COMPLETION OF A TRANSACTION, SALEM PARTNERS SHALL
BE PERMITTED, AT ITS OWN EXPENSE, TO PLACE TOMBSTONE ADVERTISEMENTS DESCRIBING
ITS SERVICES TO THE COMPANY IN FINANCIAL AND OTHER NEWSPAPERS AND JOURNALS.
9.
SALEM PARTNERS AGREES THAT ALL INFORMATION FURNISHED, WHETHER
BEFORE OR AFTER THE DATE OF THIS AGREEMENT, BY OR ON BEHALF OF THE COMPANY TO
SALEM PARTNERS OR ANY OF ITS AGENTS OR REPRESENTATIVES IN CONNECTION WITH THE
SERVICES PROVIDED HEREUNDER OR THE MATTERS DESCRIBED HEREIN (REGARDLESS OF THE
MANNER IN WHICH IT IS FURNISHED, INCLUDING, WITHOUT LIMITATION, IN ELECTRONIC
FORMAT, AND REGARDLESS OF WHETHER IN THE FORM ORIGINALLY FURNISHED BY OR ON
BEHALF OF THE COMPANY OR INCORPORATED OR REFLECTED IN ANY DOCUMENT OR RECORD
PREPARED BY SALEM PARTNERS OR ITS REPRESENTATIVES), INCLUDING INFORMATION
RELATING TO THE FUNDING, CAPITALIZATION, DEBT RESTRUCTURING, OR ANY OTHER
NEGOTIATION, ENGAGEMENT OR AGREEMENT RELATING TO THE RESTRUCTURING TRANSACTION
OR THE OPERATIONS OF THE COMPANY (COLLECTIVELY, "CONFIDENTIAL INFORMATION") WILL
BE TREATED AS CONFIDENTIAL BY SALEM PARTNERS, AND EXCEPT AS MAY BE REQUIRED BY
LAW, WILL NOT BE DISCLOSED BY SALEM PARTNERS TO ANY THIRD PARTY WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE COMPANY.
THE TERM "CONFIDENTIAL INFORMATION" DOES
NOT INCLUDE INFORMATION WHICH (I) IS OR BECOMES GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN AS A RESULT OF AN UNAUTHORIZED DISCLOSURE THEREOF BY SALEM
PARTNERS PURSUANT TO THE TERMS HEREOF; (II) WAS AVAILABLE ON A NON-CONFIDENTIAL
BASIS PRIOR TO ITS DISCLOSURE; OR (III) BECOMES AVAILABLE ON A NON-CONFIDENTIAL
BASIS FROM A THIRD PARTY SOURCE WHO IS NOT KNOWN TO BE UNDER A CONFIDENTIALITY
OBLIGATION.
SALEM PARTNERS AGREES NOT TO USE ANY CONFIDENTIAL INFORMATION FOR
ANY PURPOSE OTHER THAN THE RENDERING OF SERVICES IN ACCORDANCE WITH THIS
AGREEMENT.
IF THE COMPANY, IN ITS SOLE DISCRETION, SO REQUESTS, SALEM PARTNERS
WILL, PROMPTLY EITHER DELIVER TO THE COMPANY OR DESTROY (AT THE COMPANY'S
ELECTION) ALL DOCUMENTS AND RECORDS IN SALEM PARTNERS' POSSESSION OR CONTROL
CONTAINING CONFIDENTIAL INFORMATION.
10.
THE COMPANY AGREES TO INDEMNIFY AND HOLD SALEM PARTNERS HARMLESS
FROM AND AGAINST ANY LIABILITIES, LOSSES, CLAIMS, DAMAGES, FEES, FINES, COSTS,
DEFICIENCIES, EXPENSES AND OBLIGATIONS OF ANY