HEREAFTER ACQUIRED, OR ANY INCOME OR PROFITS
THEREFROM, OR PERMIT ANY SUBSIDIARY TO DO THE SAME EXCEPT: (I) LIENS UNDER THE
FOOTHILL LOAN DOCUMENTS AND ANY REFINANCINGS, RENEWALS OR EXTENSIONS THEREOF;
(B) ANY LIEN OF A TYPE THAT IS EXPRESSLY PERMITTED BY THE TERMS OF THE FOOTHILL
LOAN DOCUMENTS OR, IF THE FOOTHILL LOAN DOCUMENTS ARE REFINANCED, RENEWED OR
EXTENDED, BY THE TERMS OF SUCH REFINANCING, RENEWAL OR EXTENSION THEREOF (IN
EACH CASE, WITHOUT REGARD TO ANY WAIVER OF SUCH TERMS BY THE LENDERS); AND (C)
IF THE FOOTHILL LOAN DOCUMENTS OR ANY REFINANCING, RENEWAL OR EXTENSION THEREOF
TERMINATE AND ARE NO LONGER IN EFFECT, ANY LIEN OF A TYPE THAT WOULD HAVE BEEN
PERMITTED IF CREATED DURING THE EFFECTIVENESS OF THE FOOTHILL LOAN DOCUMENTS OR
SUCH REFINANCING, RENEWAL OR EXTENSION.
(F)
REORGANIZATION, RECAPITALIZATION, RECLASSIFICATION, LIQUIDATION.
SGI-US SHALL NOT AND SHALL NOT PERMIT SGI-BV TO (I) ENTER INTO ANY
REORGANIZATION OR RECAPITALIZATION, EXCEPT FOR TRANSACTIONS THAT DO NOT
MATERIALLY DIMINISH LENDER'S RIGHTS AND PROTECTIONS UNDER THIS AGREEMENT, AND
THAT DO NOT RESULT IN A DETERIORATION IN THE CREDIT QUALITY OF THE BORROWERS
TAKEN AS A WHOLE OR EXPOSE THE LENDER TO ADDITIONAL CREDIT RISK, (II) RECLASSIFY
ITS CAPITAL STOCK OTHER THAN PURSUANT TO THE TERMS THEREOF, OR (III) LIQUIDATE,
WIND UP, OR DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION OR DISSOLUTION).
(G)
DISTRIBUTIONS.
NEITHER SGI-US NOR (UNLESS SGI-BV IS AT THE TIME A
DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF SGI-US) SGI-BV SHALL MAKE ANY
DISTRIBUTION OR DECLARE AND PAY ANY DIVIDENDS (IN CASH OR OTHER PROPERTY, OTHER
THAN COMMON STOCK AND OTHER THAN THE DISTRIBUTION TO SHAREHOLDERS OF INTERESTS
IN SGI'S ALIAS/WAVEFRONT BUSINESS) ON, OR PURCHASE, ACQUIRE, REDEEM OR RETIRE
ANY OF SUCH BORROWER'S CAPITAL STOCK, OF ANY CLASS, WHETHER NOW OR HEREAFTER
OUTSTANDING.
(H)
FURTHER DOCUMENTS.
EACH BORROWER SHALL EXECUTE ALL SUCH OTHER
DOCUMENTS AND INSTRUMENTS AND DO ALL SUCH OTHER ACTS AND THINGS AS LENDER MAY
FROM TIME TO TIME REASONABLY REQUIRE TO CARRY OUT THE TRANSACTIONS CONTEMPLATED
HEREIN.
8.
EVENTS OF DEFAULT
Except upon the occurrence of an event under (d), (e) or (g) below, whereupon
the Loan and all accrued and unpaid interest thereon shall become immediately
due and payable without notice or declaration by Lender, Lender may, by written
notice to the Borrowers, declare the Loan immediately due and payable, whereupon
the Loan, all accrued and unpaid interest thereon, and all other sums due
hereunder shall become immediately due and payable without protest, presentment,
demand or notice (except the notice referred to above in this Section 8) or
without petition to any court, all of which are expressly waived by the
Borrowers, if any of the following events (each an "Event of Default") shall
occur:
6
(A)
PRINCIPAL AMOUNT OF THE LOAN OR INTEREST DUE UNDER THIS AGREEMENT
SHALL NOT BE PAID AS AND WHEN DUE, WHETHER AT MATURITY, BY ACCELERATION OR
OTHERWISE; OR
(B)
ANY REPRESENTATION BY THE BORROWERS HEREIN OR BY PLEDGOR IN THE
PLEDGE AGREEMENT SHALL PROVE TO BE FALSE OR