Common use of NEGATIVE COVENANTS OF DEBTOR Clause in Contracts

NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Debtor's interests hereunder; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above; (c) permit the name of any person, association or corporation other than Secured Party to be placed on the Equipment as a designation that might be interpreted as a claim of interest in the Equipment; (d) part with possession or control of or suffer or allow to pass out of its possession or control any of the Equipment or change the location of the Equipment or any part thereof from the location shown above; (e) assign or in any way dispose of all or any part of its rights or obligations under this Agreement or enter into any lease of all or any part of the Equipment; (f) change its name or address from that set forth above unless it shall have given Secured Party no less than thirty (30) days prior written notice thereof; (g) sell any shares of its capital stock or transfer any ownership interest in the Debtor to any person, persons, entity or entities (whether in one single transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of the Debtor from the person, persons, entity or entities who hold ownership and/or control of the Debtor as of the date of this Agreement; or (h) consolidate with or merge into or with any other entity, or purchase or otherwise acquire all or substantially all of the assets or stock or other ownership interest of any person or entity or sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity.

NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Debtor's interests hereunder; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above; (c) permit the name of any person, association or corporation other than Secured Party to be placed on the Equipment as a designation that might be interpreted as a claim of interest in the Equipment; (d) part with possession or control of or suffer or allow to pass out of its possession or control any of the Equipment or change the location of the Equipment or any part thereof from the location shown aboveon any Loan Schedule; (e) assign or in any way dispose of all or any part of its rights or obligations under this Agreement or enter into any lease of all or any part of the Equipment; (f) change its name or address from that set forth above unless it shall have given Secured Party no less than thirty (30) days prior written notice thereof; (g) without Secured Party's prior written consent, sell any shares of its capital stock or transfer any ownership interest in the Debtor to any person, persons, entity or entities (whether in one single transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of the Debtor from the person, persons, entity or entities who hold ownership and/or control of the Debtor as of the date of this AgreementAgreement except that Debtor may conduct a public offering(s) of shares of capital stock in Debtor without Secured Party's prior written consent; or (h) without Secured Party's prior written consent, consolidate with or merge into or with any other entity, or purchase or otherwise acquire all or substantially all of the assets or stock or other ownership interest of any person or entity entity; or (i) sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity. With respect to the consent provisions under both Sections 9 (g) and 9 (h) of this Agreement, Secured Party shall, in its reasonable discretion, review and consider whether (A) Secured Party is satisfied as to the creditworthiness of the successor entity and as to such successor's conformance to the other standard criteria then used by Secured Party for such purposes; and (B) such successor entity is willing to execute and deliver to Secured Party an agreement satisfactory in form and substance to Secured Party, in its reasonable discretion, containing the successor entity's effective assumption of all obligations of the Debtor under the Agreement and all Loan Schedules thereunder; and (C) if applicable, Debtor, any new majority shareholder and/or such successor entity are willing to execute such additional documentation or modifications to the Agreement (including without limitation, the Financial Covenant Rider) as are required by Secured Party to maintain Secured Party's interests in the Equipment or as otherwise required by Secured Party to accomplish Section 9 (A) above. In the event that Secured Party does not give such consent or if, Secured Party requires as a condition of its consent, additional documentation or modifications to the Agreement under Section 9(C) above which are unacceptable to Debtor, Debtor may, at its election, either prepay its obligations under all of the Loan Schedules under the Agreement ("Change in Control Prepayment") or post an irrevocable letter of credit ("Change in Control LC"), in each case prior to or on the date of the closing of the transaction for which Debtor sought Secured Party's consent and otherwise in accordance with terms and conditions below in this Section 9. A Change in Control Prepayment shall occur by Debtor paying to Secured Party the sum of the following on or prior to such closing: (x) any accrued and unpaid installments due under each of the Loan Schedules under the Agreement, together with interest thereon (if any) in accordance with the Agreement; (y) the then present value of all remaining installments due under each of the Loan Schedules of the Agreement, computed using a discount rate of six percent (6%); and (z) any and all other amounts whatsoever due and owing to Secured Party in accordance with the Agreement, including without limitation, any and all taxes due an owing on such prepayment amount. In the event that Debtor elects to post a Change in Control LC, Debtor shall deliver to Secured Party on or prior to the closing, an irrevocable standby letter of credit issued by a recognized financial institution acceptable to Secured Party in an amount equal to the sum of the present value of the then remaining payments due under all then existing Loan Schedules during the remaining terms thereof, discounted at a rate equal to six percent (6%), which letter of credit shall be substantially in the form annexed hereto as Exhibit 1. Such Change in Control LC shall secure the payment of all of the Liabilities and the Other Liabilities under the Agreement and all Loan Schedules hereto and the performance of all other obligations of Debtor to Secured Party and its assigns under the Agreement. Once a Change in Control LC is posted under this Section 9, it shall be an Event of Default under the Agreement if at any time during which any amounts remain due under the Agreement or any Loan Schedule, the Change in Control LC is not in full force and effect or if Secured Party receives notice that the Change in Control LC will not be replaced or renewed. So long as Secured Party has possession of the Change in Control LC, Debtor shall not be required to post an additional letter of credit under or in connection with the financial covenant rider of even date herewith.

NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Debtor's interests hereunder; (b) make any changes or alterations in or to the Equipment (collectively, the "Alterations") except (i) as necessary for compliance with clause (a) of paragraph 8 above, or (ii) such Alterations which may be removed without any material damage to the Equipment or do not materially reduce the value of the Equipment; (c) permit the name of any person, association or corporation other than Secured Party to be placed on the Equipment as a designation that might be interpreted as a claim of interest in the Equipment; (d) part with possession or control of or suffer or allow to pass out of its possession or control any of the Equipment or or, without delivering twenty (20) days prior written notice to Secured Party, change the location of the Equipment or any part thereof from the location shown above; (e) assign or in any way dispose of all or any part of its rights or obligations under this Agreement or enter into any lease of all or any part of the Equipment; (f) change its name or address from that set forth above unless it shall have given Secured Party no less than thirty twenty (3020) days prior written notice thereof; (g) sell any shares of its capital stock or transfer any ownership interest in the Debtor to any person, persons, entity or entities (whether in one single transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of the Debtor from the person, persons, entity or entities who hold ownership and/or control of the Debtor as of the date of this Agreement; or (h) consolidate with or merge into or with any other entity, or purchase or otherwise acquire all or substantially all of the assets or stock or other ownership interest of any person or entity or sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity.

NEGATIVE COVENANTS OF DEBTOR. Debtor shall not (a) create, incur, assume or suffer to exist any mortgage, lien, pledge or other encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Agreement or any of Debtor's interests hereunder; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above; (c) permit the name of any person, association or corporation other than Secured Party to be placed on the Equipment as a designation that might be interpreted as a claim of interest in the Equipment; (d) part with possession or control of or suffer or allow to pass out of its possession or control any of the Equipment or change the location of the Equipment or any part thereof from the location shown above; (e) assign or in any way dispose of all or any part of its rights or obligations under this Agreement or enter into any lease of all or any part of the Equipment; (f) change its name or address from that set forth above unless it shall have given Secured Party no less than thirty (30) days prior written notice thereof; (g) sell any shares of its capital stock or transfer any ownership interest in the Debtor to any person, persons, entity or entities (whether in one single transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of the Debtor from the person, persons, entity or entities who hold ownership and/or control of the Debtor as of the date of this AgreementAgreement without the prior written consent of Secured Party, which will not be unreasonably withheld; or (h) consolidate h),consolidate with or merge into or with any other entity, or purchase or otherwise acquire all or substantially all of the assets or stock or other ownership interest of any person or entity without the prior written consent of Secured Party, which will not be unreasonably withheld, provided that Debtor is the surviving entity of such merger or consolidation and further provided that such merger, consolidation or acquisition, as the case may be, is not likely to have a material adverse effect on Debtor's financial or business condition (it being understood that following Debtor's request for Secured Party's consent to a proposed merger, consolidation or acquisition Debtor shall promptly provide such business and financial information and documentation regarding the proposed merger, consolidation or acquisition as Secured Party may reasonably request, and that if Secured Party does not grant its written consent to such request within ten (10) days after Debtor has provided to Secured Party all such requested information and documentation, then Debtor may pre-pay this Agreement by paying to Secured Party an amount equal to the Prepayment Amount calculated as set forth in the prepayment agreement executed by Secured Party and Debtor the prepayment agreement executed by Secured Party and Debtor. or (i) sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity.