NEGATIVE COVENANTS AND AGREEMENTS OF BUYER, PARENT AND EAGLE CREST. Buyer, Parent and Eagle Crest each hereby covenant and agree that neither they nor any of their respective shareholders (acting in their capacities as such shareholders) shall, from the date hereof until its respective obligations under the Security Documents (it being understood that Eagle Crest shall have no obligations with respect to the $19 Million Note) have been fully satisfied (a) amend any of the organizational or governing documents of Buyer or Eagle Crest or enter into any other agreement or instrument that would create or impose supermajority voting requirements (by the relevant governing body of such entity or by its equity owners) for any corporate or company action other than with respect to a vote on the filing of a voluntary bankruptcy (it being understood and agreed that a voluntary bankruptcy is any bankruptcy filing other than one made by a third party, unaffiliated creditor of a Buyer Party or an Affiliate solely because of the non-payment of debt by a Buyer Party or an Affiliate); (b) enter into any agreement or instrument that would dilute the ownership interests of the Parent in Buyer, issue additional equity interests of Buyer of any kind (whether or not convertible) except pursuant to any stock options vested as of the Closing Date, or incur additional debt unless the holders of such additional equity interests or additional debt become parties to the applicable Security Documents; provided, however, that if the proceeds of any such issuance or incurrence are used to pay, directly or indirectly, all amounts due with respect to either the $4.25 Million Note or the $19 Million Note in full, then such issuance and/or incurrence shall be permitted and the holders of such additional equity interests or debt shall not be required to become parties to the applicable Security Documents; (c) dilute the ownership interest of Buyer in KEM in any respect; or (d) take any action that results in the termination of the existence of Parent, Buyer, Eagle Crest or KEM, whether by reorganization, winding up, merger, dissolution or otherwise. In addition, Eagle Crest hereby covenants and agrees that, until the $4.25 Million Note has been fully satisfied, it will not transfer the License to any other person or entity other than a wholly-owned subsidiary of Eagle Crest; provided that if Eagle Crest transfers the FERC License to a wholly-owned subsidiary, a pledge of the equity interests of that wholly-owned subsidiary pursuant to terms substantially si...
