Common use of Affirmative Covenant Clause in Contracts

Affirmative Covenant. (a) Each Grantor covenants and agrees with the Purchaser that, from and after the date of this Agreement until this Agreement is terminated and the security interests created hereby are released if such Grantor shall, as a result of its ownership of the Pledged Stock or Pledged Indebtedness or otherwise become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of or other interests in the Pledged Stock, or otherwise in respect thereof or any note or Instrument of any Issuer or promissory notes or Instruments required to be pledged to the Purchaser pursuant to Section 4.1 hereof or any other Note Document, such Grantor shall accept the same as the agent of the Purchaser, hold the same in trust for the Purchaser and deliver the same forthwith to the Purchaser in the exact form received, together with in the case of Pledged Stock an undated stock power or other suitable transfer document covering such certificate duly executed in blank by such Grantor and with, if the Purchaser so requests, signature guaranteed and together with in the case of any Pledged Indebtedness an allonge or other endorsement duly executed in blank by such Grantor, to be held by the Purchaser, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Stock or Pledged Indebtedness upon the liquidation or dissolution of any Issuer shall be paid over to the Purchaser to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock or Pledged Indebtedness pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof or otherwise, the property so distributed shall be delivered to the Purchaser to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by any Grantor, such Grantor shall, until such money or property is paid or delivered to the Purchaser, hold such money or property in trust for the Purchaser, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. If requested by the Purchaser, to evidence any of the foregoing such Grantor shall promptly enter into a Pledge Supplement substantially in the form of Appendix I hereof (a "Pledge Supplement"). The Grantors hereby authorize the Purchaser to attach each executed Stock Collateral Pledge Supplement to this Agreement and agree that all Capital Stock covered thereby delivered to the Purchaser shall for all purposes hereunder constitute Pledged Stock and Stock Collateral and all notes and Instruments covered thereby delivered to the Purchaser shall for all purposes hereunder constitute Pledged Indebtedness and Indebtedness Collateral. (b) The Grantors agree to deliver to the Purchaser a supplement to Annex B updating Annex B at the time of each delivery of additional Pledged Stock and Pledged Indebtedness and, if requested by the Purchaser, a Pledge Supplement pursuant to Section 7.2(a) hereof. By delivery of such Pledge Supplement by a Grantor, such Grantor shall be deemed to have represented and warranted to Purchaser that the representations and warranties in Section 7.1 shall be true and correct as to any such Pledged Stock and Pledged Indebtedness as of the date of such Pledge Supplement.

Affirmative Covenant. The following covenant shall be added to the Affirmative Covenant section of each Sterling Lease: "ACCEPTABLE LICENSED OPERATOR. In the event that the Lessee proposes that any other Acceptable Licensed Operator become the licensed operator of the Facility, the Lessee shall so advise the Lessor and, subject to the Lessor's review and approval of any applicable Sublease or Management Agreement (pursuant to which the proposed Acceptable Licensed Operator shall operate the Facility), the Lessor shall consent to such operation of the Facility by the proposed Acceptable Licensed Operator, as long as, prior to or contemporaneously with the commencement of the operation of the Facility by such proposed Acceptable Licensed Operator and without limiting any other terms and conditions of the Lease Documents, the Lessor receives (a) Each Grantor covenants and agrees with such evidence as the Purchaser that, from and after Lessor may request evidencing that the date of this Agreement until this Agreement is terminated and proposed Acceptable Licensed Operator has received all Permits necessary for the security interests created hereby are released if such Grantor shall, as a result of its ownership operation of the Pledged Stock or Pledged Indebtedness or otherwise become entitled Facility in accordance with its Primary Intended Use, (b) such documents executed by the proposed Acceptable Licensed Operator as the Lessor may request to receive or shall receive any stock certificate maintain and protect the Lessor's security for the Lease Obligations (including, without limitation, any certificate representing a stock dividend or a distribution documents in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationform and substance substantially similar to the Permits Assignment and Security Agreement), option or rights(c) a copy of the proposed Acceptable Licensed Operator's articles of incorporation as certified by the Secretary of State of the state of its incorporation, whether in addition to, in substitution of, as (d) a conversion of, or in exchange for any shares certificate of or other interests in the Pledged Stock, or otherwise in respect thereof or any note or Instrument Secretary of any Issuer or promissory notes or Instruments required to be pledged State of the state of incorporation of the proposed Acceptable Licensed Operator to the Purchaser pursuant to Section 4.1 hereof or any other Note Document, such Grantor shall accept effect that the same as proposed Acceptable Licensed Operator is in legal existence and good standing on the agent of the Purchaser, hold the same in trust for the Purchaser and deliver the same forthwith to the Purchaser in the exact form received, together with in the case of Pledged Stock an undated stock power or other suitable transfer document covering such certificate duly executed in blank by such Grantor and with, if the Purchaser so requests, signature guaranteed and together with in the case of any Pledged Indebtedness an allonge or other endorsement duly executed in blank by such Grantor, to be held by the Purchaser, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Stock or Pledged Indebtedness upon the liquidation or dissolution of any Issuer shall be paid over to the Purchaser to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock or Pledged Indebtedness pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof or otherwise, the property so distributed shall be delivered to the Purchaser to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by any Grantor, such Grantor shall, until such money or property is paid or delivered to the Purchaser, hold such money or property in trust for the Purchaser, segregated from other funds records of such Grantor, as additional collateral security for the Secured Obligations. If requested by the Purchaser, to evidence any Secretary of the foregoing such Grantor shall promptly enter into a Pledge Supplement substantially in the form of Appendix I hereof (a "Pledge Supplement"). The Grantors hereby authorize the Purchaser to attach each executed Stock Collateral Pledge Supplement to this Agreement and agree that all Capital Stock covered thereby delivered to the Purchaser shall for all purposes hereunder constitute Pledged Stock and Stock Collateral and all notes and Instruments covered thereby delivered to the Purchaser shall for all purposes hereunder constitute Pledged Indebtedness and Indebtedness Collateral. (b) The Grantors agree to deliver to the Purchaser a supplement to Annex B updating Annex B at the time of each delivery of additional Pledged Stock and Pledged Indebtedness and, if requested by the Purchaser, a Pledge Supplement pursuant to Section 7.2(a) hereof. By delivery of such Pledge Supplement by a Grantor, such Grantor shall be deemed to have represented and warranted to Purchaser that the representations and warranties in Section 7.1 shall be true and correct as to any such Pledged Stock and Pledged Indebtedness State as of the date of such Pledge SupplementCertificate, (e) a copy of the by-laws of the proposed Acceptable Licensed Operator as certified by the Secretary of the proposed Acceptable Licensed Operator, (f) resolutions certified by the Secretary of the proposed Acceptable Licensed Operator evidencing the execution and delivery of the documents required under this Section by the Lessor and (g) if requested by the Lessor, a due authorization and enforceability opinion, addressed to the Lessor, in form and substance reasonably acceptable to the Lessor, rendered by counsel to the Lessee and the proposed Acceptable Licensed Operator, opining as to the due authorization, execution, delivery and enforceability of the documents required under this Section by the Lessor."

Affirmative Covenant. The Company agrees: (ai) Each Grantor covenants and agrees with To give the Purchaser thatGuarantor prompt written notice of any Potential Trigger Event, from and after the date of Trigger Event or Fundamental Trigger Event under this Agreement until or any event of default under the Credit Facility; (ii) To ensure that the payment obligations of the Company to the Guarantor under this Agreement is terminated rank at least equal in right of payment with all other present and future Indebtedness of the Company; (iii) To use and cause CE to use the proceeds of any and all Loans only to pay for the incremental cost of the natural gas trucks under the Truck Program; (iv) That each potential leasing company and truck customer under the Truck Program shall be approved in advance by the Guarantor; (v) To provide the Guarantor with a completed Customer Credit Certification Form for each fuel supply contract with a customer under the Truck Program, and that each fuel supply contract with a customer under the Truck Program shall (A) have a term of not less than five years, (B) contain such customer’s consent to the Collateral Assignment, and (C) provide for direct payments by the customer to the Lockbox Account upon the occurrence of a Fundamental Trigger Event; (vi) That any other party with an interest (as security or otherwise) in a fuel supply contract consent to the Collateral Assignment and the security interests created hereby are released if such Grantor shallLockbox Agreement; (vii) To do or cause to be done all things reasonably necessary to preserve and keep in full force and effect its legal existence and the rights, as a result licenses, permits, privileges, authorizations, qualifications and accreditations material to the conduct of its ownership business; (viii) Maintain and preserve all material property necessary to the normal conduct of its business in good repair, working order and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto as necessary in accordance with prudent industry practice in order that the business carried on in connection therewith, if any, may be properly conducted at all times; (ix) Permit representatives of the Pledged Stock Guarantor (at Guarantor’s cost and expense) to visit and inspect any of its and CE’s properties, to examine its corporate, financial and operating records, and make copies thereof or Pledged Indebtedness or otherwise become entitled abstracts therefrom, and to receive or shall receive any stock certificate (includingdiscuss its affairs, without limitationfinances and accounts with its directors, any certificate representing officers, and independent public accountants, all at such reasonable times during normal business hours, but not more than once per calendar year, upon reasonable advance notice to the Company; provided, however, that when a stock dividend Trigger Event or a distribution in connection with any reclassification, increase or reduction of capital Fundamental Trigger Event exists the Guarantor (or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of or other interests in the Pledged Stock, or otherwise in respect thereof or any note or Instrument of any Issuer or promissory notes or Instruments required to be pledged to the Purchaser pursuant to Section 4.1 hereof or any other Note Document, such Grantor shall accept the same as the agent of the Purchaser, hold the same in trust for the Purchaser and deliver the same forthwith to the Purchaser in the exact form received, together with in the case of Pledged Stock an undated stock power or other suitable transfer document covering such certificate duly executed in blank by such Grantor and with, if the Purchaser so requests, signature guaranteed and together with in the case of any Pledged Indebtedness an allonge or other endorsement duly executed in blank by such Grantor, to be held by the Purchaser, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Stock or Pledged Indebtedness upon the liquidation or dissolution of any Issuer shall be paid over to the Purchaser to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock or Pledged Indebtedness pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof or otherwise, the property so distributed shall be delivered to the Purchaser to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by any Grantor, such Grantor shall, until such money or property is paid or delivered to the Purchaser, hold such money or property in trust for the Purchaser, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. If requested by the Purchaser, to evidence its representatives) may do any of the foregoing such Grantor shall promptly enter into a Pledge Supplement substantially in the form of Appendix I hereof (a "Pledge Supplement"). The Grantors hereby authorize the Purchaser to attach each executed Stock Collateral Pledge Supplement to this Agreement at any time during normal business hours and agree that all Capital Stock covered thereby delivered to the Purchaser shall for all purposes hereunder constitute Pledged Stock and Stock Collateral and all notes and Instruments covered thereby delivered to the Purchaser shall for all purposes hereunder constitute Pledged Indebtedness and Indebtedness Collateral.without advance notice; and (bx) The Grantors agree That it shall comply in all material respects with all laws applicable to deliver to the Purchaser a supplement to Annex B updating Annex B at the time of each delivery of additional Pledged Stock and Pledged Indebtedness and, if requested by the Purchaser, a Pledge Supplement pursuant to Section 7.2(a) hereof. By delivery of such Pledge Supplement by a Grantor, such Grantor shall be deemed to have represented and warranted to Purchaser that the representations and warranties in Section 7.1 shall be true and correct as to any such Pledged Stock and Pledged Indebtedness as of the date of such Pledge Supplementit or its properties.