CONTRARY IN THIS SECTION 5.06 OR ANY
OTHER LOAN DOCUMENT, NONE OF THE COMPANY OR ANY SUBSIDIARY SHALL BE REQUIRED TO
DISCLOSE, PERMIT THE INSPECTION, EXAMINATION OR MAKING OF COPIES OR ABSTRACTS
OF, OR DISCUSSION OF, ANY DOCUMENT, INFORMATION OR OTHER MATTER (A) THAT
CONSTITUTES NON-FINANCIAL TRADE SECRETS OR NON-FINANCIAL PROPRIETARY INFORMATION
(IN EACH CASE, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
PROVIDED THAT, IN SUCH CASE, SUCH INFORMATION SHALL BE AVAILABLE TO THE
ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS (OR TO ANY LENDER TO THE EXTENT
SUCH VISIT OR INSPECTION IS COORDINATED THROUGH THE ADMINISTRATIVE AGENT,
PROVIDED THAT, IN CONNECTION WITH SUCH INFORMATION, EACH SUCH LENDER SHALL BE
SUBJECT TO CUSTOMARY "CLEAN-ROOM" RESTRICTIONS THAT ARE REASONABLY SATISFACTORY
TO EACH OF THE ADMINISTRATIVE AGENT AND THE COMPANY)), (B) IN RESPECT OF WHICH
DISCLOSURE TO THE ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES) IS PROHIBITED BY ANY LAW OR ANY BINDING CONTRACTUAL AGREEMENT
OR (C) IS SUBJECT TO ATTORNEY-CLIENT OR SIMILAR PRIVILEGE OR CONSTITUTES
ATTORNEY WORK PRODUCT.
SECTION 5.07.
COMPLIANCE WITH LAWS AND MATERIAL CONTRACTUAL OBLIGATIONS.
THE
COMPANY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, (I) COMPLY WITH ALL
LAWS, RULES, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY APPLICABLE TO
IT OR ITS PROPERTY (INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS) AND
(II) PERFORM IN ALL MATERIAL RESPECTS ITS OBLIGATIONS UNDER MATERIAL AGREEMENTS
TO WHICH IT IS A PARTY, IN CASE OF (I) AND (II), EXCEPT WHERE THE FAILURE TO DO
SO, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
EACH OF THE SWISS BORROWERS SHALL AT ALL TIMES
ENSURE THAT IT COMPLIES WITH THE SWISS TWENTY NON-BANK REGULATIONS.
SECTION 5.08.
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS WILL BE USED ONLY TO
FINANCE THE BIOSPIN ACQUISITION AND THE WORKING CAPITAL NEEDS, AND FOR GENERAL
CORPORATE PURPOSES, OF THE COMPANY AND ITS SUBSIDIARIES IN THE ORDINARY COURSE
OF BUSINESS, INCLUDING PERMITTED ACQUISITIONS.
NO PART OF THE PROCEEDS OF ANY
LOAN WILL BE USED, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS
A VIOLATION OF ANY OF THE REGULATIONS OF THE BOARD, INCLUDING REGULATIONS T, U
AND X.
SECTION 5.09.
SUBSIDIARY GUARANTY.
AS PROMPTLY AS POSSIBLE BUT IN ANY EVENT
WITHIN THIRTY (30) DAYS (OR SUCH LATER DATE AS MAY BE AGREED UPON BY THE
ADMINISTRATIVE AGENT) AFTER ANY PERSON BECOMES A SUBSIDIARY OR ANY SUBSIDIARY
QUALIFIES INDEPENDENTLY AS, OR IS DESIGNATED BY THE COMPANY OR THE
ADMINISTRATIVE AGENT AS, A SUBSIDIARY GUARANTOR PURSUANT TO THE DEFINITIONS OF
"MATERIAL SUBSIDIARY" AND "SUBSIDIARY GUARANTOR", THE COMPANY SHALL PROVIDE THE
ADMINISTRATIVE AGENT WITH WRITTEN NOTICE THEREOF SETTING FORTH INFORMATION IN
REASONABLE DETAIL DESCRIBING THE MATERIAL ASSETS OF SUCH PERSON AND SHALL CAUSE
EACH SUCH SUBSIDIARY WHICH ALSO QUALIFIES AS A SUBSIDIARY GUARANTOR TO DELIVER
TO THE ADMINISTRATIVE AGENT A JOINDER TO THE SUBSIDIARY GUARANTY (IN THE FORM
CONTEMPLATED THEREBY) PURSUANT TO WHICH SUCH SUBSIDIARY AGREES TO BE BOUND BY
THE TERMS AND PROVISIONS OF THEREOF,