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, except for (i) any lien for taxes, fees, assessments or other governmental charges which are not delinquent or, in a jurisdiction where payment of such liabilities is abated during the period of any contest, being contested in good faith by appropriate proceedings, (ii) statutory liens for warehousemen, carriers, mechanics and materialmen, and others arising by operation of law in the ordinary course of the Debtor's business (except for landlords' liens) and which are not delinquent, remain payable without penalty, or are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing forfeiture or sale of the Equipment subject thereto, and (iii) liens consisting of judgment or judicial attachment liens, provided that (1) the enforcement of such liens is effectively stayed and Debtor has pledged additional replacement collateral to Secured Party of equal or greater value than the amount of such liens, in each case within fifteen (15) days after the entry thereof or (2) all such unstayed liens at any time outstanding for Borrower do not exceed $25,000 in the aggregate; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above or any modifications intended to extend the performance or usefulness of the Equipment, provided however that no such modification shall be made if it reduces the value or marketability of the Equipment and any modification made shall become the property of Secured Party unless it can be removed without damaging 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 change the location of the Equipment or any part thereof from the locations shown above or any other business location of Debtor as to which Debtor gives notice to Secured Party in compliance with clause (f) of this paragraph, except for (i) transportation between any such locations, and (ii) repair or servicing of the Equipment in the ordinary course of business; (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, unless (i) the Debtor shall be the continuing or surviving entity, (ii) the consolidation or merger shall be between two of the Debtors shown above on the first page of this Agreement (or identified in any amendment hereto), or (iii) the consolidation or merger shall be between any of such Debtors and an entity that is wholly owned by such Debtor or any of the other of such Debtors and such entity agrees to assume the obligations of and be a Debtor under this Agreement and (iv) such consolidation or merger does not result in a material adverse change in the financial condition of the surviving Debtor(s) on a consolidated basis as compared to such condition as at the date hereof; or (i) sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity other than (i) another Debtor or (ii) an entity that is wholly owned by such Debtor or any other Debtor and such entity agrees to assume the obligations of and be a Debtor under this Agreement and (iii) such sale, transfer, lease or other disposition of Debtor's assets does not result in a material adverse change in the financial condition of the surviving Debtor(s) on a consolidated basis as compared to such condition as at the date hereof.

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, except for (i) any lien for taxes, fees, assessments or other governmental charges which are not delinquent or, in a jurisdiction where payment of such liabilities is abated during the period of any contest, being contested in good faith by appropriate proceedings, (ii) statutory liens for warehousemen, carriers, mechanics and materialmen, and others arising by operation of law in the ordinary course of the Debtor's business (except for landlords' liens) and which are not delinquent, remain payable without penalty, or are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing forfeiture or sale of the Equipment subject thereto, and (iii) liens consisting of judgment or judicial attachment liens, provided that (1) the enforcement of such liens is effectively stayed and Debtor has pledged additional replacement collateral to Secured Party of equal or greater value than the amount of such liens, in each case within fifteen (15) days after the entry thereof or (2) all such unstayed liens at any time outstanding for Borrower do not exceed $25,000 in the aggregate; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above or any modifications intended to extend the performance or usefulness of the Equipment, provided however that no such modification shall be made if it reduces the value or marketability of the Equipment and any modification made shall become the property of Secured Party unless it can be removed without damaging the Equipmentabove; (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 locations location shown above or any other business location of Debtor as to which Debtor gives notice to Secured Party in compliance with clause (f) of this paragraph, except for (i) transportation between any such locations, and (ii) repair or servicing of the Equipment in the ordinary course of businessabove; (e) without Secured Party's prior written consent, 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 Agreement; or (h) consolidate with or merge into or with any other entity, unless except that Debtor may conduct (i) the Debtor shall be the continuing private offerings of shares of capital stock to Pequot Capital Management, Inc. and/or SOFTBANK America, Inc., SOFTBANK Tech Ventures, LLC or surviving entity, its affiliates; (ii) the consolidation or merger shall be between two public offerings of the Debtors shown above on the first page shares of this Agreement (or identified in any amendment hereto)capital stock, or (iii) the consolidation or merger shall be between any of such Debtors and an entity that is wholly owned by such Debtor or any other routine market transactions of the other of such Debtors and such entity agrees to assume the obligations of and be a Debtor under this Agreement and (iv) such consolidation or merger does not result in a material adverse change in the financial condition capital stock of the surviving Debtor(s) on a consolidated basis as compared to such condition as at the date hereofDebtor; in each case without Secured Party's prior written consent; or (ih) sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity entity, or without Secured Party's prior written consent, consolidate with or merge into or with any other than entity, or purchase or otherwise acquire all or substantially all of the assets or stock or other ownership interest of any person or entity. With respect to the consent provisions under Sections 9(e), 9(g) and 9(h) of this Agreement, Secured Party shall, in its reasonable discretion, review and consider whether (i) another Debtor or 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 (ii) such successor entity is willing to execute and deliver to Secured Party an entity that is wholly owned by such Debtor or any other Debtor agreement satisfactory in form and such entity agrees substance to assume Secured Party, in its reasonable discretion, containing the successor entity's effective assumption of all obligations of and be a the Debtor under this the Agreement and all Loan Schedules thereunder, and (iii) such salewith respect to any assignment under Section 9(e), transfer, lease or other disposition Debtor agrees to remain liable for all obligations of Debtor's assets does not result in a material adverse change its assignee under the Agreement and all Loan Schedules thereto in the financial condition of the surviving Debtor(s) on a consolidated basis as compared event that such assignee fails to satisfy such condition as at the date hereofobligations in full.

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, except for (i) any lien for taxes, fees, assessments or other governmental charges which are not delinquent or, in a jurisdiction where payment of such liabilities is abated during the period of any contest, being contested in good faith by appropriate proceedings, (ii) statutory liens for warehousemen, carriers, mechanics and materialmen, and others arising by operation of law in the ordinary course of the Debtor's business (except for landlords' liens) and which are not delinquent, remain payable without penalty, or are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing forfeiture or sale of the Equipment subject thereto, and (iii) liens consisting of judgment or judicial attachment liens, provided that (1) the enforcement of such liens is effectively stayed and Debtor has pledged additional replacement collateral to Secured Party of equal or greater value than the amount of such liens, in each case within fifteen (15) days after the entry thereof or (2) all such unstayed liens at any time outstanding for Borrower do not exceed $25,000 in the aggregate; (b) make any changes or alterations in or to the Equipment except as necessary for compliance with clause (a) of paragraph 8 above or any modifications intended to extend the performance as permitted by suppliers warranties so long as such changes or usefulness of the Equipment, provided however that no such modification shall be made if it reduces alterations do not reduce the value or marketability of the Equipment and any modification made shall become the property of Secured Party unless it can be removed without damaging the Equipmentequipment; (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 locations location shown above or any other business location above, provided, however that Debtor may do so with the prior written consent of Secured Party, which consent shall not unreasonably be withheld so long as Debtor as to which Debtor gives notice to has taken all steps reasonably required by Secured Party in compliance with clause (f) of this paragraph, except for (i) transportation between any such locations, and (ii) repair or servicing of to protect the Equipment and perfect Secured Party's interests in the ordinary course of businessEquipment at the new location, including, without limitation, filing UCC financing statements; (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, provided, however that Debtor may lease the Equipment with the prior written consent of Secured Party, which consent shall not unreasonably be withheld so long as (i) the proposed lessee meets Charter's standard credit criteria and signs a form of lease acceptable to Charter, (ii) the rights of the lessee under such lease shall be subject and subordinate to Charter's rights and interests in the Equipment,(iii) such lease shall be collaterally assigned to Charter, and (iv) such leasing shall not relieve Debtor of any of its obligations hereunder; (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; or (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, unless (i) the Debtor shall be the continuing or surviving entity, (ii) the consolidation or merger shall be between two of the Debtors shown above on the first page of this Agreement (or identified in any amendment hereto), or (iii) the consolidation or merger shall be between any of such Debtors and an entity that is wholly owned by such Debtor or any of the other of such Debtors and such entity agrees to assume the obligations of and be a Debtor under this Agreement and (iv) such consolidation or merger does not result in a material adverse change in the financial condition of the surviving Debtor(s) on a consolidated basis as compared to such condition as at the date hereof; or (i) sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity other than (i) another Debtor or (ii) an entity that is wholly owned by without Secured Party's prior written consent which will not unreasonably be withheld so long as such Debtor or any other Debtor and such entity agrees to assume the obligations of and be a Debtor under this Agreement and (iii) such proposed sale, transfer, lease or other disposition of Debtor's assets does would not result in have a material adverse change in the effect on Debtor's financial condition of the surviving Debtor(s) on a consolidated basis as compared or ability to such condition as at the date hereofcontinue its business.

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, except for (i) any lien for taxes, fees, assessments or other governmental charges which are not delinquent or, in a jurisdiction where payment of such liabilities is abated during the period of any contest, being contested in good faith by appropriate proceedings, (ii) statutory liens for warehousemen, carriers, mechanics and materialmen, and others arising by operation of law in the ordinary course of the Debtor's business (except for landlords' liens) and which are not delinquent, remain payable without penalty, or are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing forfeiture or sale of the Equipment subject thereto, and (iii) liens consisting of judgment or judicial attachment liens, provided that (1) the enforcement of such liens is effectively stayed and Debtor has pledged additional replacement collateral to Secured Party of equal or greater value than the amount of such liens, in each case within fifteen (15) days after the entry thereof or (2) all such unstayed liens at any time outstanding for Borrower do not exceed $25,000 in the aggregate; (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 any modifications intended to extend the performance or usefulness of the Equipmentabove, provided however that no and (ii) such modification shall be made if it reduces the value or marketability of the Equipment and any modification made shall become the property of Secured Party unless it can Alterations which may be removed without damaging 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, except with seven (7) business days prior written notice to Secured Party, change the location of the Equipment or any part thereof from the locations location shown above or any other business location of Debtor as to which Debtor gives notice to Secured Party in compliance with clause (f) of this paragraph, except for (i) transportation between any such locations, and (ii) repair or servicing of the Equipment in the ordinary course of businessabove; (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 which will not unreasonably be withheld, 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 a majority ownership and/or control of the Debtor as of the date of this Agreement; or (h) without Secured Party's prior written consent which will not unreasonably be withheld, consolidate with or merge into or with any other entity, unless (i) the Debtor shall be the continuing or surviving entity, (ii) the consolidation purchase or merger shall be between two otherwise acquire all or substantially all of the Debtors shown above on the first page assets or stock or other ownership interest of this Agreement (any person or identified in any amendment hereto), or (iii) the consolidation or merger shall be between any of such Debtors and an entity that is wholly owned by such Debtor or any of the other of such Debtors and such entity agrees to assume the obligations of and be a Debtor under this Agreement and (iv) such consolidation or merger does not result in a material adverse change in the financial condition of the surviving Debtor(s) on a consolidated basis as compared to such condition as at the date hereofentity; or (i) without Secured Party's prior written consent which will not unreasonably be withheld sell, transfer, lease or otherwise dispose of all or substantially all of Debtor's assets to any person or entity other than ( a "Buyer"). With respect to the consent provisions under Sections 9 (g) 9 (h) and 9 (i) another Debtor of this Agreement, Secured Party shall, in its reasonable discretion, review and determine whether (x) Secured Party is satisfied as to the creditworthiness of the successor entity or Buyer and as to such successor's, Buyer's and/or the new major shareholder's conformance to the other standard criteria then used by Secured Party for such purposes; (iiy) if requested by Secured Party, such successor entity or Buyer is willing to execute and deliver to Secured Party an entity that is wholly owned by such Debtor or any other Debtor agreement satisfactory in form and such entity agrees substance to assume Secured Party, in its reasonable discretion, containing the successor entity's and/or Buyer's effective assumption of all obligations of and be a the Debtor under this the Agreement and all Loan Schedules thereunder; and/or (iiiz) if requested by Secured Party, Debtor, the new major shareholder, Buyer and/or such salesuccessor entity are willing to execute such additional documentation or modifications to the Agreement (including without limitation, transfer, lease or other disposition of Debtorthe Financial Covenant Rider) as are reasonably required by Secured Party to maintain Secured Party's assets does not result in a material adverse change interests in the financial condition of the surviving Debtor(sEquipment or as otherwise required by Secured Party to accomplish Section 9 (x) on a consolidated basis as compared to such condition as at the date hereofabove.