bound or
subject, or result in the creation of any Lien upon any of the properties of
such Borrower, (iv), violate any order, judgment, injunction, award, decree or
ruling of any nature of any Governmental Authority, or any law, statute, code,
ordinance, regulation or other requirement of any Governmental Authority,
applicable to such Borrower.
7.
COVENANTS
In addition to the other undertakings herein contained, the Borrowers hereby
covenant to Lender that so long as any amount payable hereunder is outstanding
the Borrowers shall perform the following obligations:
(A)
COMPLIANCE WITH LAW.
EACH BORROWER WILL COMPLY WITH ALL LAWS,
ORDINANCES OR GOVERNMENTAL RULES OR REGULATIONS TO WHICH IT IS SUBJECT, AND WILL
OBTAIN AND MAINTAIN IN EFFECT ALL LICENSES, CERTIFICATES, PERMITS, FRANCHISES
AND OTHER GOVERNMENTAL AUTHORIZATIONS NECESSARY TO THE OWNERSHIP OF ITS
PROPERTIES OR TO THE CONDUCT OF ITS BUSINESSES, IN EACH CASE TO THE EXTENT
NECESSARY TO ENSURE THAT NON-COMPLIANCE WITH SUCH LAWS, ORDINANCES OR
GOVERNMENTAL RULES OR REGULATIONS OR FAILURES TO OBTAIN OR MAINTAIN IN EFFECT
SUCH LICENSES, CERTIFICATES, PERMITS, FRANCHISES AND OTHER GOVERNMENTAL
AUTHORIZATIONS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
EXISTENCE.
EACH BORROWER SHALL AT ALL TIMES PRESERVE AND KEEP IN
FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE.
(C)
INFORMATION.
THE BORROWERS SHALL DELIVER TO LENDER:
(I)
IF AND WHEN FILED AND WITHIN 5 DAYS OF FILING, FORM 10-Q
QUARTERLY REPORTS, FORM 10-K ANNUAL REPORTS, FORM 8-K CURRENT REPORTS OR
COMPARABLE ANNUAL OR PERIODIC REPORTS AND ANY OTHER FILINGS MADE BY EITHER
BORROWER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR COMPARABLE
REGULATORY BODY OF ANY OTHER JURISDICTION;
(II)
ANY OTHER INFORMATION THAT IS PROVIDED BY EITHER BORROWER TO ITS
SHAREHOLDERS GENERALLY, PROMPTLY UPON DELIVERY;
(III)
AS SOON AS EITHER BORROWER HAS KNOWLEDGE OF ANY EVENT OR
CONDITION THAT CONSTITUTES AN EVENT OF DEFAULT HEREUNDER OR A DEFAULT OR EVENT
OF DEFAULT UNDER THE FOOTHILL LOAN AND SECURITY AGREEMENT OR OTHER AGREEMENT
EVIDENCING, SECURING OR OTHERWISE RELATING TO INDEBTEDNESS OF EITHER BORROWER IN
AN AMOUNT EXCEEDING $25 MILLION, NOTICE THEREOF AND A STATEMENT OF THE CURATIVE
ACTION THAT THE BORROWERS PROPOSE TO TAKE WITH RESPECT THERETO; AND
(IV)
UPON REQUEST OF LENDER, ANY OTHER REPORT REASONABLY REQUESTED
RELATING TO THE FINANCIAL CONDITION OF EITHER BORROWER.
(D)
ADDITIONAL INDEBTEDNESS.
SGI-US SHALL NOT CREATE, INCUR, ASSUME,
PERMIT, GUARANTEE OR OTHERWISE BECOME OR REMAIN, DIRECTLY OR INDIRECTLY, LIABLE
WITH RESPECT TO ANY
5
Indebtedness or permit any Subsidiary to do the same, except such Indebtedness
the amount of which does not, in the aggregate, exceed $414,983,000; provided,
that with respect to Indebtedness outstanding on the date hereof and denominated
in non-U.S. currency, any increase in the dollar value of such Indebtedness that
is attributable to currency exchange fluctuations shall be excluded for the
purpose of this provision.
(E)
LIENS.
SGI-US SHALL NOT CREATE, INCUR, ASSUME, PERMIT TO EXIST,
DIRECTLY OR INDIRECTLY, ANY LIEN ON OR WITH RESPECT TO ANY OF ITS ASSETS, OF ANY
KIND, WHETHER NOW OWNED OR