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04-26-2023 Council Packet
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04-26-2023 Council Packet
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77060900v2 <br /> <br /> <br /> 15 <br /> <br />ARTICLE 6 <br /> <br />GENERAL COVENANTS <br />So long as any amount is due and owing hereunder, the Borrower covenants and agrees, except to <br />the extent the Controlling Person shall otherwise consent in writing to perform and comply with ea ch of <br />the following covenants: <br />Section 6.1 Conduct of Business; Maintenance of Existence; Mergers. The Borrower and the <br />General Partner will (i) engage solely in the business of financing, constructing, owning, leasing and <br />operating the Project Facilities, and activities incident thereto, (ii) preserve and maintain in full force and <br />effect its existence as a limited partnership or limited liability company, as applicable, under the Legal <br />Requirements of the state of its organization, and its rights and privileges and its qualification to do business <br />in the State, (iii) not dissolve or otherwise dispose of all or substantially all of its assets, (iv) not consolidate <br />with or merge into another entity or permit one or more other entities to consolidate with or merge into it, <br />(v) not amend any provision of its certificate of limited partnership or its articles of organization, as <br />applicable, relating to its purpose, management or operation without the prior written consent of the <br />Controlling Person, and (vi) promptly and diligently enforce its rights under the Partnership Agreement and <br />cause Investor Limited Partner to make its capital contributions as and when required, subject to the terms <br />and conditions of the Partnership Agreement. <br />Section 6.2 Compliance with Legal Requirements; Payment of Impositions. The Borrower <br />will comply with all Legal Requirements applicable to the Borrower or the Project Facilities. The Borrower <br />will pay all Impositions and insurance premiums when due and will make the applicable deposits required <br />by Section 8.2 of this Agreement for such purposes. The Borrower shall make commercially reasonably <br />efforts to direct that copies of all regular Impositions and insurance premiums shall be sent directly by the <br />Governmental Authority or insurer, as applicable, to Controlling Person. <br />Section 6.3 Maintenance of Governmental Authorizations. The Borrower shall timely obtain <br />any Governmental Actions required for the construction of the Project Facilities not obtained prior to the <br />Closing Date and shall provide copies thereof to the Controlling Person and the Funding Lender upon <br />receipt. The Borrower will maintain in full force and effect all of its Governmental Actions and <br />qualifications necessary for the conduct of its business as it is presently being conducted and the ownership, <br />construction and operation of the Project Facilities as they are presently being operated and as contemplated <br />by the terms of the Funding Loan Documents. The Borrower will promptly furnish copies of all reports <br />and correspondence relating to a loss or proposed revocation of any such qualification to the Controlling <br />Person. <br />Section 6.4 Maintenance of Insurance. <br />(a) At all times throughout the term hereof, the Borrower shall, at its sole cost and <br />expense, maintain or cause to be maintained insurance against such risks and for such amounts as <br />required by the Controlling Person for facilities of the type and size of the Project Facilities and <br />shall pay, as the same become due and payable, all premiums with respect thereto. The initial <br />insurance requirements shall include, but not necessarily be limited to, the requirements set forth <br />on Schedule 12 hereto and such additional insurance as Controlling Person may reasonably require <br />from time to time. <br />(b) All insurance required by this Section 6.4 shall be produced and maintained in <br />financially sound and generally recognized responsible insurance companies selected by the entity <br />required to procure the same and authorized to write such insurance in the State. Such insurance
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