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 EACH CASE EXCEPT WHERE THE FAILURE TO DO SO,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
THE SWISS BORROWER 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 WORKING CAPITAL NEEDS, AND FOR GENERAL CORPORATE PURPOSES, OF THE
COMPANY AND ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS.
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 GUARANTORS; PLEDGES; ADDITIONAL COLLATERAL; FURTHER
ASSURANCES.
(A)
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 OR, IN THE CASE OF A FOREIGN SUBSIDIARY, SUCH OTHER
GUARANTEE AGREEMENTS AS MAY BE REQUESTED BY THE ADMINISTRATIVE AGENT AND (IN THE
CASE OF A DOMESTIC LOAN PARTY) THE SECURITY AGREEMENT (IN EACH CASE IN THE FORM
CONTEMPLATED THEREBY) PURSUANT TO WHICH SUCH SUBSIDIARY AGREES TO BE BOUND BY
THE TERMS AND PROVISIONS THEREOF, SUCH JOINDER TO THE SUBSIDIARY GUARANTY AND
THE SECURITY AGREEMENT TO BE ACCOMPANIED BY APPROPRIATE CORPORATE RESOLUTIONS,
OTHER CORPORATE DOCUMENTATION AND
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LEGAL OPINIONS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL.
NOTWITHSTANDING THE FOREGOING, NO SUCH
SUBSIDIARY GUARANTY FROM THE COMPANY'S TAIWANESE SUBSIDIARY (OR ANY OTHER
FOREIGN SUBSIDIARY WHICH IS THE SUCCESSOR BY MERGER TO THE TAIWANESE SUBSIDIARY)
SHALL BE REQUIRED HEREUNDER UNTIL THE DATE WHICH IS SIXTY (60) DAYS AFTER THE
EFFECTIVE DATE (OR SUCH LATER DATE AS THE ADMINISTRATIVE AGENT MAY AGREE IN THE
EXERCISE OF ITS REASONABLE DISCRETION WITH RESPECT THERETO).
(B)
THE COMPANY WILL CAUSE, AND WILL CAUSE EACH OTHER DOMESTIC LOAN PARTY TO
CAUSE, ALL OF ITS OWNED PROPERTY (WHETHER PERSONAL, TANGIBLE, INTANGIBLE, OR
MIXED BUT EXCLUDING REAL PROPERTY AND ANY OTHER PROPERTY WHICH THE
ADMINISTRATIVE AGENT DETERMINES, IN ITS GOOD FAITH, REASONABLE CREDIT JUDGMENT,
DOES NOT PROVIDE MATERIAL CREDIT SUPPORT FOR THE BENEFIT OF