OCCUPATIONAL SAFETY OR
HEALTH LAW, ENVIRONMENTAL PROTECTION OR POLLUTION CONTROL LAW, HAZARDOUS WASTE
OR TOXIC SUBSTANCES MANAGEMENT, HANDLING OR DISPOSAL LAW AND PRESCRIBED LAWS) IN
ALL RESPECTS; PROVIDED THAT BORROWERS SHALL NOT BE DEEMED TO BE IN VIOLATION OF
THIS SECTION AS A RESULT OF ANY FAILURES TO COMPLY WHICH WOULD NOT RESULT IN
FINES, PENALTIES, INJUNCTIVE RELIEF OR OTHER CIVIL OR CRIMINAL LIABILITIES
WHICH, IN THE AGGREGATE, WOULD HAVE A MATERIAL ADVERSE EFFECT.
6.10
PAYMENT OF DEBT.
BORROWERS SHALL, AND SHALL CAUSE
GUARANTOR TO, PROMPTLY PAY AND DISCHARGE (I) ALL OF ITS DEBT IN ACCORDANCE WITH
THE TERMS THEREOF; (II) ALL TAXES, ASSESSMENTS, AND GOVERNMENTAL CHARGES OR
LEVIES IMPOSED UPON IT OR UPON ITS INCOME AND PROFITS, UPON ANY OF ITS PROPERTY,
REAL, PERSONAL OR MIXED, OR UPON ANY PART THEREOF, BEFORE THE SAME SHALL BECOME
IN DEFAULT; (III) ALL LAWFUL CLAIMS FOR LABOR, MATERIALS AND SUPPLIES OR
OTHERWISE, WHICH, IF UNPAID, MIGHT BECOME A LIEN OR CHARGE UPON ANY REAL ESTATE
OR, IF THE SAME WOULD HAVE A MATERIAL ADVERSE EFFECT, AGAINST ANY OTHER PROPERTY
OR ANY PART THEREOF; PROVIDED THAT SO LONG AS BORROWERS NOTIFY AGENT IN WRITING
OF THEIR INTENTION TO DO SO, BORROWERS AND GUARANTOR SHALL NOT BE REQUIRED TO
PAY AND DISCHARGE ANY SUCH DEBT, TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM SO LONG
AS THE FAILURE TO SO PAY OR DISCHARGE DOES NOT CONSTITUTE OR RESULT IN AN EVENT
OF DEFAULT AND SO LONG AS THE VALIDITY THEREOF SHALL BE CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS DILIGENTLY PURSUED AND IT SHALL HAVE SET ASIDE ON ITS
BOOKS ADEQUATE RESERVES WITH RESPECT THERETO.
6.11
[INTENTIONALLY OMITTED].
6.12
FURTHER ASSURANCES.
BORROWERS AGREE TO, AND TO
CAUSE GUARANTOR TO, DO SUCH FURTHER ACTS AND THINGS AND TO EXECUTE AND DELIVER
TO AGENT SUCH ADDITIONAL ASSIGNMENTS, AGREEMENTS, POWERS AND INSTRUMENTS, AS
AGENT MAY REASONABLY REQUIRE OR REASONABLY DEEM ADVISABLE TO CARRY INTO EFFECT
THE PURPOSES OF THIS AGREEMENT OR TO BETTER ASSURE AND CONFIRM UNTO AGENT AND
THE LENDERS THEIR RESPECTIVE RIGHTS, POWERS AND REMEDIES HEREUNDER.
54
ARTICLE VII.
NEGATIVE COVENANTS
In addition to the covenants contained in the Loan Documents, Borrowers hereby
covenant and agree that, so long as the Lenders have any obligation to make
Loans or issue Letters of Credit hereunder, or any Loan, Letter of Credit
Advance or Swing Line Loan is outstanding, Borrowers shall not, except as Agent
may otherwise advise Master Borrower in writing with the consent of Lenders in
accordance with Section 11.10:
7.1
CREATION OF DEBT.
CREATE, INCUR, ASSUME OR
SUFFER TO EXIST, OR PERMIT GUARANTOR TO CREATE, INCUR, ASSUME OR SUFFER TO
EXIST, ANY DEBT EXCEPT PERMITTED DEBT.
7.2
GRANT OF LIENS.
GRANT, OR PERMIT TO EXIST, ANY
LIEN ON ANY PROJECT OR ON ANY OTHER ASSET (WHETHER REAL OR PERSONAL) OF A
BORROWER OR GUARANTOR, OTHER THAN PERMITTED LIENS.
7.3
MERGERS AND ACQUISITIONS.
7.3.1
MERGE OR CONSOLIDATE WITH, OR ACQUIRE ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR THE BUSINESS OF, ANY PERSON (OR PERMIT
GUARANTOR