Common use of Covenants of the User Clause in Contracts

Covenants of the User. Until the Indenture Indebtedness is paid in full: (a) The User shall not do or permit anything to be done at the Project that will affect, impair or contravene any policies of insurance that may be carried on the Project. The User will, in the use of the Project and the public ways abutting the same comply with all lawful requirements, the violation of which would have a material adverse effect on the Project, of all governmental bodies; provided, however, the User may, at its own expense in good faith contest the validity or applicability of any such requirement. (b) The User shall permit the Issuer, the Trustee, the Credit Obligor and their duly authorized agents at all reasonable times to enter upon, examine and inspect the Project. (c) The User will maintain proper books of record and account, in which full and correct entries will be made, in accordance with generally accepted accounting principles, of all its business and affairs. The User shall furnish to the Trustee with reasonable promptness such financial information of the User as the Trustee shall reasonably request. (d) The User will duly pay and discharge all taxes, assessments and other governmental charges and liens lawfully imposed on the User and upon the properties of the User, and the Project; provided, however, the User will not be required to pay any taxes, assessments or other governmental charges so long as in good faith it shall contest the validity thereof by appropriate legal proceedings, the User has given notice of such contest to the Trustee, the User has established reasonable reserves therefor, and no part of the Project shall, in the opinion of the Trustee, be subject to loss or forfeiture. (e) The User will maintain and preserve its existence (as a corporation or as another form of entity as may be determined by the User) and will not voluntarily dissolve without first discharging its obligations under this Lease Agreement (except as permitted herein) and will comply with all valid laws, ordinances, regulations and requirements applicable to it or to its property and the Project. (f) The User will not in any manner transfer or convey any substantial portion of its property, assets and licenses without receipt of adequate consideration therefor. The User will do, execute, acknowledge and deliver such further acts, conveyances, mortgages, financing statements and assurances as the Issuer or the Trustee shall require for accomplishing the purposes of the Financing Documents. The User will cause this Lease Agreement, any amendments to this Lease Agreement and other instruments of further assurance, including financing statements and continuation statements, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed in such places as may be required by law fully to preserve and protect the rights of the Issuer and the Trustee to all property comprising the Project.

Covenants of the User. Until the Indenture Indebtedness is paid in fullThe User hereby covenants and agrees: (a) The User shall will not do or permit anything to be done at the Project that will affect, impair or contravene any policies of insurance that may be carried on the Project. The User will, in the use of the Project and the public ways abutting the same comply with all lawful requirements, the violation of which would have a material adverse effect on the Project, of all governmental bodies; provided, however, the User may, at its own expense in good faith contest the validity or applicability of any such requirementpart thereof. (b) The User shall will, subject to the provisions of any agreement or contract of the User with any person and any applicable rule or regulation thereof pertaining thereto, permit the Issuer, the TrusteeAgent, the Credit Obligor Holders and their respective duly authorized agents at all reasonable times to enter upon, examine and inspect the Project; and in the event of default as hereinafter provided, the User will permit a public accountant or firm of public accountants designated by the Agent or the Holders to have access to, inspect, examine and make copies of the books and records, accounts and data of the User respecting the Project and the Bonds. (c) The User will maintain proper books of record and account, in which full and correct entries will be made, in accordance with generally accepted accounting principles, of all its business and affairsaffairs with respect to the Project. The User shall furnish to the Trustee Agent with reasonable promptness unaudited financial operating statements with respect to the User on an annual basis and such other financial statements and information with respect to the User as shall be produced in the ordinary course of business of the User as and the Trustee shall reasonably requestAffiliates thereof. (d) The User will comply with all valid laws, ordinances, regulations and requirements of all Governmental Authorities which are applicable to the User and the Project. (e) The User will duly pay and discharge all taxes, assessments and other governmental charges and liens lawfully imposed on the User and upon the properties of the User, and the Project; provided, however, the User will not be required to pay any taxes, assessments or other governmental charges so long as in good faith it shall contest the validity thereof by appropriate legal proceedings, the User has given notice of such contest to the TrusteeAgent, the User has established reasonable adequate reserves therefor, and no part of the Project shall, in the opinion of the TrusteeAgent, be subject to loss or forfeiture, and provided further the User shall not be required to pay any (i) liens, subordinate to the Indenture, arising by operation of law (such as mechanics', workmen's, materialmen's, carriers and other liens) securing obligations which are not yet overdue or which are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established by the User and (ii) any judgments, subordinate to the Indenture, not in excess of $100,000, the execution of which has been stayed, and which are being contested in good faith by appropriate appellate proceedings, and for which adequate reserves have been established by the User. (ef) The Except as permitted by this Lease Agreement the User will maintain and preserve its existence (as a corporation or as another form under the laws of entity as may be determined by the User) State of Delaware and will not voluntarily dissolve without first discharging its obligations under this Lease Agreement (except as permitted herein) and will comply with all valid laws, ordinances, regulations and requirements applicable to it or to its property and the Project). (f1) Except as provided in subparagraph (g)(4) below, the User will not transfer or dispose of all or substantially all of its assets (either in a single transaction or in a series of related transactions), and will not merge or consolidate with any other corporation nor permit one or more corporations to consolidate with or merge into it unless the following conditions and provisions are complied with: (i) that such surviving, successor or transferee corporation is a corporation organized and existing under the laws of one of the states of the United States of America and is duly qualified to do business in the State of Alabama, (ii) that the assignee corporation or the corporation resulting from or surviving such merger or consolidation shall expressly assume and agree in writing delivered to the Issuer and the Agent and the Holders to pay and perform all of the User's obligations under the Financing Documents and (iii) in connection with any such consolidation or merger, there shall be filed with the Issuer and the Agent and the Holders a letter or certificate by a firm of Independent certified public accountants acceptable to the Agent and the Holders certifying that upon the consummation of such consolidation or merger the corporation resulting from or surviving such consolidation or merger will have an excess of assets over liabilities at least as great as the User would have had if such consolidation or merger had not occurred; or (iv) in connection with any transfer or other disposition of assets there shall be filed with the Issuer and the Agent and the Holders a letter or certificate by a firm of Independent certified public accountants acceptable to the Agent and the Holders certifying that upon the consummation of such transfer the corporation to which such transfer is made will have an excess of assets over liabilities at least as great as the User would have had if such transfer had not been made. (2) If consolidation, merger or sale or other transfer is made as provided in subparagraph (g)(1), the provisions of subparagraph (g) (1) shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of subparagraph (g)(1). (3) The User will not in any manner transfer or convey any substantial portion of its property, assets and licenses without except upon receipt of adequate consideration therefor. . (4) Anything in this Lease Agreement to the contrary notwithstanding, the provisions of subparagraphs (g)(1), (2) and (3) shall not apply to any transfer, merger, or consolidation by or among the User and Daimler-Benz North America Corporation or the User and any Affiliate or Affiliates of Daimler-Benz North America Corporation. (h) The User will do, execute, acknowledge and deliver such further acts, conveyances, mortgages, financing statements and assurances as the Issuer or the Trustee Agent shall require for accomplishing the purposes of the Financing Documents. The User will cause this Lease Agreement, any amendments to this Lease Agreement Agreement, and other instruments of further assurance, including financing statements and continuation statements, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed in such places as may be required by law fully to preserve and protect the rights of the Issuer and the Trustee Agent to all property comprising the Project.

Covenants of the User. Until the Indenture Indebtedness is paid in full: (a) The User shall not do or permit anything to be done at the Project that will materially affect, impair or contravene any policies of insurance that may be carried on the Project. The User will, in the use of the Project and the public ways abutting the same comply with all lawful requirements, the violation of which would have a material adverse effect on the Project, of all governmental bodies; provided, however, the User may, at its own expense in good faith contest the validity or applicability of any such requirement. (b) The User shall permit the Issuer, the Trustee, the Credit Obligor and their duly authorized agents at all reasonable times to enter upon, examine and inspect the Project. (c) The User will maintain proper books of record and account, in which full and correct entries will be made, in accordance with generally accepted accounting principles, of all its business and affairs. The User shall furnish to the Trustee with reasonable promptness such financial information of the User as the Trustee shall reasonably request. (d) The User will duly pay and discharge all taxes, assessments and other governmental charges and liens lawfully imposed on the User and upon the properties of the User, and the Project; provided, however, the User will not be required to pay any taxes, assessments or other governmental charges so long as in good faith it shall contest the validity thereof by appropriate legal proceedings, the User has given notice of such contest to the Trustee, the User has established reasonable adequate reserves therefor, and no part of the Project shall, in the opinion of the Trustee, be subject to loss or forfeiture. (e) The User will maintain and preserve its existence (as a corporation or as another form of entity as may be determined by the User) and will not voluntarily dissolve without first discharging its obligations under this Lease Agreement (except as permitted herein) and will comply with all valid laws, ordinances, regulations and requirements applicable to applicableto it or to its property and the Project. (f) The Except as otherwise permitted in the Credit Documents, the User will maintain and preserve its existence as a corporation under the laws of the State of Georgia and will not voluntarily dissolve without first discharging its obligations under this Agreement and will not in any manner transfer or convey any substantial portion of its propertyproperties, assets and or licenses without receipt of present and adequate consideration therefor. . (g) The User will do, execute, acknowledge and deliver such further acts, conveyances, mortgages, financing statements and assurances as the Issuer or the Trustee shall require for accomplishing the purposes of the Financing Documents. The User will cause this Lease Agreement, any amendments to this Lease Agreement and other instruments of further assurance, including financing statements and continuation statements, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed in such places as may be required by law fully to preserve and protect the rights of the Issuer and the Trustee to all property comprising the Project.

Covenants of the User. Until the Indenture Indebtedness is paid in full: (a) The User shall not do or permit anything to be done at the Project that will affect, impair or contravene any policies of insurance that may be carried on the Project. The User will, in the use of the Project and the public ways abutting the same comply with all lawful requirements, the violation of which would have a material adverse effect on the Project, of all governmental bodies; provided, however, the User may, at its own expense in good faith contest the validity or applicability of any such requirement. (b) The User shall permit the Issuer, the Trustee, the Credit Obligor and their duly authorized agents at all reasonable times to enter upon, examine and inspect the Project. (c) The User will maintain proper books of record and account, in which full and correct entries will be made, in accordance with generally accepted accounting principles, of all its business and affairs. The User shall furnish to the Trustee and any Holder with reasonable promptness such financial information of the User as the Trustee or such Holder shall reasonably requestrequest in writing. (d) The User will duly pay and discharge all taxes, assessments and other governmental charges and liens lawfully imposed on the User and upon the properties of the User, User and the Project; provided, however, the User will not be required to pay any taxes, assessments or other governmental charges so long as in good faith it shall contest the validity thereof by appropriate legal proceedings, the User has given notice of such contest to the Trustee, the User has established reasonable adequate reserves therefor, and no part of the Project shall, in the opinion of the Trustee, be subject to loss or forfeiture. (e) The Except as permitted by this Section the User will maintain and preserve its legal existence (as a corporation or as another form of entity as may be determined by the User) and will not voluntarily dissolve without first discharging its obligations under this Lease Agreement (except as permitted herein) and will comply with all valid laws, ordinances, regulations and requirements applicable to it or to its property and the Project. (f) The User will not in any manner transfer or convey any substantial portion of its property, assets and licenses without (either in a single transaction or in a series of related transactions) except upon receipt of adequate consideration therefor. . (g) The User will do, execute, acknowledge and deliver such further acts, conveyances, mortgages, financing statements and assurances as the Issuer or the Trustee shall require for accomplishing the purposes of the Financing Documents. The User will cause this Lease Agreement, any amendments to this Lease Agreement and other instruments of further assurance, including financing statements and continuation statements, to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed in such places as may be required by law fully to preserve and protect the rights of the Issuer and the Trustee to all property comprising the Project. (h) The User will not transfer or dispose of all or substantially all of its assets (either in a single transaction or in a series of related transactions), and will not merge or consolidate with any other corporation nor permit one or more corporations to consolidate with or merge into it unless (1) such surviving, successor or transferee corporation is a corporation organized and existing under the laws of one of the states of the United States of America and is duly qualified to do business in the United States of America and is duly qualified to do business in the State of Alabama, and (2) the assignee corporation or the corporation resulting from or surviving such merger or consolidation shall expressly assume and agree in writing delivered to the Issuer and the Trustee to pay and perform all of the User's obligations under this Lease Agreement. If consolidation, merger or other transfer is made as provided in this paragraph (h), the provisions of this paragraph (h) shall continue in full force and effect and no further consolidation, merger or other transfer shall be made except in compliance with the provisions of this paragraph (h). (i) The User will (1) pay all amounts due after the dishonor of a drawing request by or the insolvency of the Credit Obligor; and (2) not use the proceeds of the Bonds in violation of Regulations G, T, U or X; and (c) will cause the proceeds from (i) the sale of the Bonds, (ii) the remarketing of the Bonds and (iii) from drawings on the Letter of Credit to be maintained in separate accounts, segregated from each other and from any other funds provided by the User to make payments on the Bonds or to reimburse the Credit Obligor.