Common use of General Negative Covenants Clause in Contracts

General Negative Covenants. During the term of this Agreement and until the Indebtedness secured hereby has been indefeasibly paid in full and all of Lender’s obligations to make advances under this Agreement have terminated, Borrower covenants and agrees that it shall not, without ▇▇▇▇▇▇’s prior written consent, do any of the following: (a) Incur or permit to exist any pledge, title retention lien or other lien, encumbrance, or security interest with respect to any of the Collateral, except liens in favor of Lender and Permitted Encumbrances. (b) Delegate, transfer, or assign any of its Obligations under any Loan Document, or any part thereof, to any other Person. (c) Be a party to or participate in: (i) any merger or consolidation; (ii) any purchase or other acquisition of all or substantially all of the assets or properties or shares of any class of, or any partnership or joint venture interest in, any other corporation or any other Person; or (iii) any sale, transfer, conveyance, or lease of all or substantially all of Borrower’s assets or properties. (d) Incur, assume or suffer to exist any debt (including any contingent liabilities, or otherwise become liable upon the obligations of any Person by assumption, endorsement or guaranty thereof or otherwise) other than the Indebtedness. (e) Change its name, convert from one type of entity to another type, change its principal place of business in violation of Section 5.1(m), or make any material changes in the nature of its business as carried on as of the date hereof. (f) Initiate any activities in any State other than Approved States without consent of Lender, which consent may be withheld in the sole and absolute discretion of Lender. (g) Use Lender’s or ▇▇▇▇▇▇’s name in connection with any of its business operations (the foregoing is not intended to permit or authorize Borrower to make any contract on behalf of ▇▇▇▇▇▇). (h) Amend, modify or otherwise change in any respect the Underwriting Guidelines, the form Mortgage Loan Documents and/or the Random Selection Policy without the prior written consent of Lender, unless such amendment, modification or changes makes the Underwriting Guidelines and/or the Random Selection Policy stricter and Lender promptly, but in any event no more than 7 days following such change, receives a copy of such revised Underwriting Guidelines and/or Random Selection Policy. (i) Amend and/or modify, or otherwise waive any of its rights under, any Bridge Mortgage Loan and/or the applicable Mortgage Loan Documents, in a manner which results in a default under the term of this Agreement or could otherwise reasonably be expected to have a Material Adverse Effect. (j) Extend the time for payment for any Receivable unless such extension has been documented in writing and approved by Borrower in accordance with the Underwriting Guidelines and approved by Lender, any such extension to be set forth in the next report required under Section 6.5(b). (k) Make any payments, dividends, or distributions to Parent or enter into any transactions or agreements with any Affiliate.

General Negative Covenants. During From the term of this Agreement and until date hereof to the Indebtedness secured hereby has been indefeasibly paid Closing, Seller agrees, unless Purchaser otherwise consents in full and all of Lender’s obligations to make advances under this Agreement have terminatedwriting, Borrower covenants and agrees that it which consent shall notnot be unreasonably withheld, without ▇▇▇▇▇▇’s prior written consent, Seller shall not do any or permit any of the following: (a) Incur enter into, amend or permit to exist assume any mortgage, pledge, conditional sale or other title retention lien or other agreement, lien, encumbrance, encumbrance or security interest with respect to charge of any kind upon any of the CollateralAssets of Seller, or sell, lease, assign, exchange, abandon or otherwise dispose of any of the Assets of Seller, including, but not limited to, real property, machinery, equipment or other operating properties, except liens inventory in favor the ordinary course of Lender and Permitted Encumbrances.business; (b) Delegate, transfer, or assign any of its Obligations under any Loan Document, or any part thereof, to any other Person. (c) Be a party to or participate in: (i) any merger or consolidation; (ii) any purchase or other acquisition of all or substantially all of the assets or properties or shares of any class of, or any partnership or joint venture interest in, any other corporation or any other Person; or (iii) any sale, transfer, conveyance, or lease of all or substantially all of Borrower’s assets or properties. (d) Incur, assume or suffer to exist any debt (including any contingent liabilities, or otherwise become liable upon the obligations of any Person by assumption, endorsement or guaranty thereof or otherwise) other than the Indebtedness. (e) Change its name, convert from one type of entity to another type, change its principal place of business in violation of Section 5.1(m), or make any material changes in the nature of its business as carried on as of the date hereof. (f) Initiate any activities engage in any State other than Approved States without consent of Lender, which consent may be withheld in the sole and absolute discretion of Lender. (g) Use Lender’s activity or ▇▇▇▇▇▇’s name in connection with any of its business operations (the foregoing is not intended to permit or authorize Borrower to make any contract on behalf of ▇▇▇▇▇▇). (h) Amend, modify or otherwise change in any respect the Underwriting Guidelines, the form Mortgage Loan Documents and/or the Random Selection Policy without the prior written consent of Lender, unless such amendment, modification or changes makes the Underwriting Guidelines and/or the Random Selection Policy stricter and Lender promptly, but in any event no more than 7 days following such change, receives a copy of such revised Underwriting Guidelines and/or Random Selection Policy. (i) Amend and/or modify, or otherwise waive any of its rights under, any Bridge Mortgage Loan and/or the applicable Mortgage Loan Documents, in a manner which results in a default under the term of this Agreement or transaction that could otherwise reasonably be expected to have a Material Adverse Effect.Affect on the Assets of Seller or the Business; (jc) Extend permit any Encumbrance to attach upon the time for payment for Assets of Seller, except Permitted Encumbrances; (d) make any Receivable unless such extension has been documented material organizational or personnel change, including entering into any employment agreement, modifying any existing employment agreement or increasing the compensation of any officer, director, employee, agent or consultant of the Business; (e) grant any increase in writing rates of pay or benefits to any employee, officer, director, consultant or agent of the Business; (f) take any actions which would cause any of Seller's representations and approved by Borrower in accordance with the Underwriting Guidelines and approved by Lender, any such extension to be warranties set forth in this Agreement to be false as of the next report required under Section 6.5(b).Closing; or (kg) Make any payments, dividends, or distributions to Parent or enter into or assume (whether or not in the ordinary course of business) any transactions contract, agreement, obligation, lease, license or agreements with any Affiliatecommitment related to the Business or the Assets of Seller (or of a type included in the Assets of Seller) that can be expected to (i) have a term of more than three months or (ii) generate gross expenses or gross revenues in excess of $25,000 per year.