Common use of Covenants by the Borrower Clause in Contracts

Covenants by the Borrower. The Borrower hereby covenants and agrees that, on and after the Closing Date, it will: (a) Give written notice promptly, and in any event at least thirty (30) days prior to the closing thereof, of any intended refinancing of the Project to the Issuer and the Bondowner Representative; (b) Comply with all Legal Requirements and promptly furnish the Issuer and the Bondowner Representative with reports of any official searches made by any Governmental Authority and any claims of violations thereof; (c) Upon reasonable notice and at reasonable times, permit the Majority Owner, the Issuer and the Bondowner Representative (or their representatives) to enter upon the Land and inspect the Project; (d) Indemnify the Issuer, the Owners and the Bondowner Representative against claims of brokers arising by reason of the execution hereof or the consummation of the transactions contemplated hereby; (e) Deliver to the Bondowner Representative and upon its Written Request the Issuer, copies of all leases (other than leases to residential tenants in the ordinary course of business in the form set forth in Exhibit D hereto) with respect to the Project or any portion thereof, whether executed before or after the date of this Loan Agreement; (f) Not enter into, cancel or amend any agreement for the furnishing of management or similar services to the Project, without the prior written consent of the Bondowner Representative and the Issuer, such consent not to be unreasonably withheld or delayed; (g) Comply with all restrictions, covenants and easements affecting the Land or the Project; (h) Take, or require to be taken, such acts as may be required under applicable law or regulation in order that the interest on the Bonds continues to be excludable from gross income for purposes of federal income taxation, and refrain from taking any action which would adversely affect the exclusion from gross income of interest on the Bonds from federal income taxation; (i) Perform and satisfy all the duties and obligations of the Borrower set forth and specified in the Indenture as duties and obligations of the Borrower, including those duties and obligations which the Indenture requires this Loan Agreement or the other Loan Documents to impose upon the Borrower; (j) Confirm and assure that the Project, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at reasonable times and upon reasonable notice by the Issuer or the Bondowner Representative or the duly authorized agent of any of them and shall keep copies of all written contracts or other instruments which affect the Project, all or any of which shall be subject to inspection and examination by the Issuer, the Bondowner Representative or the duly authorized agent of any of them; (k) Commencing on the fifth anniversary of the Closing Date, and on such anniversary in each fifth year thereafter, cause to be delivered to the Bondowner Representative, if so requested by the Bondowner Representative, at Borrower’s cost, an opinion of counsel, who may be counsel for the Borrower, addressed to the Bondowner Representative and stating that based upon the law in effect on the date of such opinion no filing, registration or recording and no refiling, re-registration or rerecording of the Mortgage and any Financing Statement, amendments thereto, continuation statements or instruments of a similar character relating to the pledges and assignments made by the Borrower to the Issuer or the Bondowner Representative to or for the benefit of the Owners of Bonds is required by law in order to fully preserve and protect the rights of the Issuer, the Bondowner Representative and the Owners of Bonds, as the case may be, or if such filing, registration, recording, refiling, re-registration or rerecording is necessary, setting forth the requirements in respect thereof; and cause such filing, registration, recording, refiling, re-registration or rerecording to take place at Borrower’s expense and promptly after any filing, recording, refiling or rerecording of the Mortgage and any such Financing Statement or amendment thereto or continuation statement or instrument, deliver to the Bondowner Representative evidence, satisfactory to the Bondowner Representative, that such filing, registration, recording, refiling, re- registration, or rerecording has been duly accomplished and setting forth the particulars thereof; (l) Promptly notify the Issuer and the Bondowner Representative in writing of any (i) default by the Borrower in the performance or observance of any covenant, agreement, representation, warranty or obligation of the Borrower set forth in this Loan Agreement or any other Loan Documents or (ii) any event or condition which with the lapse of time or the giving of notice, or both would constitute an Event of Default under this Loan Agreement or any other Loan Documents; and commence, pursue and complete rehabilitation and equipping of the Improvements as provided herein and in the Construction Disbursement Agreement. (m) Make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (n) In the event the Loan proceeds are not sufficient to complete the acquisition and rehabilitation of the Project and the payment of all Issuance Costs, it will furnish any additional moneys from any source determined by the Borrower as necessary to complete the acquisition and rehabilitation of the Project and pay all Issuance Costs. The Borrower acknowledges that, to the extent that regulations of the Comptroller of the Currency or any other applicable regulatory agency require granting the Borrower the right to receive brokerage confirmations of securities transactions as they occur, the Borrower specifically waives the right to receive such confirmations.

Covenants by the Borrower. The Borrower hereby covenants and agrees undertakes to the Lender that, on and after the Closing Date, it will: (a) Give written notice promptly, and in any event at least thirty (30) days prior to the closing thereof, of any intended refinancing of the Project to the Issuer and the Bondowner Representative; (b) Comply with all Legal Requirements and promptly furnish the Issuer and the Bondowner Representative with reports of any official searches made by any Governmental Authority and any claims of violations thereof; (c) Upon reasonable notice and at reasonable times, permit the Majority Owner, the Issuer and the Bondowner Representative (or their representatives) to enter upon the Land and inspect the Project; (d) Indemnify the Issuer, the Owners and the Bondowner Representative against claims of brokers arising by reason of the execution hereof or the consummation of the transactions contemplated hereby; (e) Deliver to the Bondowner Representative and upon its Written Request the Issuer, copies of all leases (other than leases to residential tenants in the ordinary course of business in the form set forth in Exhibit D hereto) with respect to the Project or any portion thereof, whether executed before or after as from the date of this Loan Agreement until all its liabilities under the Finance Documents have been irrevocably discharged, it will: carry on and conduct its business and activities in a proper and efficient manner, ensure that it is adequately insured at all times, and will not make any change to the general nature or scope of its business as carried on at the date of this Agreement; (f) Not enter into, cancel or amend any agreement ; comply with all conditions required for the furnishing effective management of management state aid of its entire undertaking, and provide records for the Lender upon request; [return any part of a Loan that constitutes unlawful state aid, promptly upon becoming aware of the same;] act in compliance with any relevant employment legislation, health and safety legislation, and child and vulnerable adult protection legislation (including putting in place appropriate protection or similar services other policies), and ensure that its employment policies and procedures reflects the requirement of equal opportunities in the recruitment and selection process; comply in all material respects with all other applicable laws regulating the Borrower’s activities and operations, including without limitation, prevention of fraud, bribery and facilitation of tax evasion, and ensure that internal systems are in place to prevent fraud, bribery and facilitation of tax evasion and to manage conflicts of interest; procure that any of its unsecured and unsubordinated obligations and liabilities under the ProjectFinance Documents rank, and will rank, at least pari passu in right and priority of payments with all its other unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent, except for those obligations and liabilities mandatorily preferred by law; procure that its financial statements are prepared in accordance with generally accepted accounting principles in the UK consistently applied, give a true and fair view of its financial condition and results of operations and that there are no undisclosed liabilities; The Borrower shall not, without the prior written consent agreement of the Bondowner Representative Lender: borrow or permit to subsist any borrowing of monies other than those borrowings outstanding as at the date of this Agreement (and agreed with the IssuerLender); grant or permit to subsist any form of mortgage, such consent not to be unreasonably withheld or delayed; (g) Comply with all restrictionspledge, covenants and easements affecting the Land or the Project; (h) Takelien, or require other security over its assets to be takenany third party to secure any borrowings made by the Borrower, such acts except as may be required under applicable law arising by operation of law; sell or regulation in order that otherwise dispose of the interest on whole or any substantial part of its undertaking or of its assets; make any change to the Bonds continues to be excludable from gross income for purposes of federal income taxation, and refrain from taking any action which would adversely affect the exclusion from gross income of interest on the Bonds from federal income taxation; (i) Perform and satisfy all the duties and obligations organisation or group or legal structure of the Borrower set forth and specified in or the Indenture as duties and obligations nature or delivery of the BorrowerProject; enter into any amalgamation, including those duties and obligations which demerger, merger or corporate reconstruction or acquire any company or shares or securities in any business or undertaking; issue any shares; make any material amendment to its constitutional documents; employ individuals or contribute funds to organisations or individuals that the Indenture requires this Loan Agreement Borrower knows or suspects to support or otherwise be involved in terrorism or that are found on any terrorist-related list promulgated by the UK Home Office, the U.S. Government, the United Nations, or the other Loan Documents European Union; or do anything to impose upon damage the Borrower; (j) Confirm and assure that reputation of the Project, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at reasonable times and upon reasonable notice by the Issuer Lender or the Bondowner Representative or the duly authorized agent [include details of any of them and shall keep copies of all written contracts other relevant organisations or other instruments programmes which affect the Project, all or any of which shall be subject to inspection and examination by the Issuer, the Bondowner Representative or the duly authorized agent of any of them; (k) Commencing on the fifth anniversary of the Closing Date, and on such anniversary in each fifth year thereafter, cause to be delivered to the Bondowner Representative, if so requested by the Bondowner Representative, at Borrower’s cost, an opinion of counsel, who may be counsel for the Borrower, addressed to the Bondowner Representative and stating that based upon the law in effect on the date of such opinion no filing, registration or recording and no refiling, re-registration or rerecording of the Mortgage and any Financing Statement, amendments thereto, continuation statements or instruments of a similar character relating to the pledges and assignments made by the Borrower to the Issuer or the Bondowner Representative to or for the benefit of the Owners of Bonds is required by law in order to fully preserve and protect the rights of the Issuer, the Bondowner Representative and the Owners of Bonds, as the case may be, or if such filing, registration, recording, refiling, re-registration or rerecording is necessary, setting forth the requirements in respect thereof; and cause such filing, registration, recording, refiling, re-registration or rerecording to take place at Borrower’s expense and promptly after any filing, recording, refiling or rerecording of the Mortgage and any such Financing Statement or amendment thereto or continuation statement or instrument, deliver to the Bondowner Representative evidence, satisfactory to the Bondowner Representative, that such filing, registration, recording, refiling, re- registration, or rerecording has been duly accomplished and setting forth the particulars thereof; (l) Promptly notify the Issuer and the Bondowner Representative in writing of any (i) default by the Borrower in the performance or observance of any covenant, agreement, representation, warranty or obligation of the Borrower set forth in this Loan Agreement or any other Loan Documents or (ii) any event or condition which with the lapse of time or the giving of notice, or both would constitute an Event of Default under this Loan Agreement or any other Loan Documents; and commence, pursue and complete rehabilitation and equipping of the Improvements as provided herein and in the Construction Disbursement Agreementaffected]. (m) Make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (n) In the event the Loan proceeds are not sufficient to complete the acquisition and rehabilitation of the Project and the payment of all Issuance Costs, it will furnish any additional moneys from any source determined by the Borrower as necessary to complete the acquisition and rehabilitation of the Project and pay all Issuance Costs. The Borrower acknowledges that, to the extent that regulations of the Comptroller of the Currency or any other applicable regulatory agency require granting the Borrower the right to receive brokerage confirmations of securities transactions as they occur, the Borrower specifically waives the right to receive such confirmations.

Covenants by the Borrower. 5.01 The Borrower hereby covenants and agrees that, on and after with the Closing Date, it willBank that during the continuance of this security the Borrower will at all times: (a) Give written notice promptly, conduct and carry on its business and affairs in a proper and efficient manner and in any event at least thirty (30) days accordance with sound technical financial industrial and managerial standards and practices including the maintenance of adequate records with qualified personnel and in accordance with its Memorandum and Articles of Association and will not save with the prior to the closing thereof, of any intended refinancing written consent of the Project Bank make substantial alteration in the nature of or mode of conduct of that business and keep or cause to the Issuer and the Bondowner Representativebe kept proper books of account relating to such business; (b) Comply with observe and perform all Legal Requirements covenants and promptly furnish stipulations from time to time affecting its immovable property or the Issuer mode of user or enjoyment of the same and not without the Bondowner Representative with reports prior consent in writing of the Bank enter into any onerous or restrictive obligations affecting any such property or "develop" any such property within the meaning of Section 13 of the Planning Act (Chapter 232) as from time to time amended and any orders and regulations thereunder nor do or suffer or omit to be done any act matter or thing whereby any provision of any official searches made by Act of Parliament order or regulation from time to time in force affecting any Governmental Authority and any claims of violations thereofsuch property is infringed; (c) Upon reasonable notice observe and at reasonable times, permit the Majority Owner, the Issuer perform all covenants and the Bondowner Representative (stipulations from time to time affecting its patents patent applications trade marks and trade names registered designs and copyrights and all other industrial or their representatives) intangible property or any licence or ancillary or connected rights from time to enter upon the Land time relating to industrial or intangible property and inspect the Projectpreserve maintain and renew when necessary or desirable all such licences and rights; (d) Indemnify keep all its buildings and erections and all plant machinery fixtures fittings vehicles computers and office and other equipment and effects and every part thereof in good and substantial repair and in good working order and not pull down or remove or sell or otherwise dispose of any of the Issuer, same without the Owners and prior consent in writing of the Bondowner Representative against claims Bank except in cases where such dismantling pulling down or removal shall in the opinion of brokers arising the Borrower be rendered necessary by reason of the execution hereof same being worn out or damaged or advisable, in which case the consummation Borrower shall replace such fixtures and fittings with property of similar nature and value. If the Borrower is at any time in default in complying with this covenant the Bank shall be entitled but not bound to repair and maintain the same with power for the Bank its agent and their respective employees upon giving reasonable notice thereof to the Borrower to enter any of the transactions contemplated herebyBorrower's property during normal business hours at times convenient to the Borrower acting in a reasonable manner for that purpose or to inspect the same and any sum expended by the Bank shall be repayable by the Borrower to the Bank on demand together with interest at the Default Rate; (e) Deliver at its own expense insure and keep insured all its property and effects whatsoever of an insurable nature with insurers previously approved by the Bank in writing against loss or damage by fire civil commotion explosion earthquake subsidence landslip heave aircraft and articles dropped therefrom flood storm lightning burst pipes theft malicious damage impact and such other risks and contingencies as the Bank shall from time to time request to the Bondowner Representative full insurable value thereof from time to time including architects, surveyors, engineers and upon all other professional fees and demolition charges together with consequential loss for three years in the joint names of the Borrower and the Bank and with the policy containing such provisions concerning and protecting the interests of the Bank as the Bank may require (including without limitation, provisions showing the Bank's interests as Mortgagee and prohibiting the cancellation of the policy or policies without the insurers having given not less than fourteen (14) days' prior written notice to the Bank) and maintain such other insurance policies (in the joint names of the Borrower and the Bank) containing like provisions concerning and protecting the interests of the Bank (including without limitation, a provision showing the Bank's interests as Mortgagee) as are normally maintained by prudent companies carrying on similar businesses and duly pay within one week of the same becoming due all premiums and other moneys necessary for effecting and keeping up such insurances and on demand produce to the Bank the policies of such insurance and proof of such payments failing which the Bank may but shall not be bound to take out or renew such insurances in any sum which the Bank may think expedient and all moneys expended by the Bank under this provision shall be reimbursed by the Borrower on demand and shall until repayment be added to the principal moneys hereby secured and bear interest at the Default Rate from the date of payment by the Bank. All moneys to be received by virtue of any insurance maintained or effected by the Borrower (whether or not in pursuance of the obligations hereunder) are to be payable to the Bank (and the Borrower hereby charges all its Written Request rights and interest in and to all such monies to the Issuer, copies Bank and agrees that any such monies not paid by the insurers directly to the Bank shall be held on trust for the Bank) and shall at the option of the Bank be applied in replacing restoring or reinstating the property or assets destroyed damaged or lost (any deficiency being made good by the Borrower) or (save in the case of leasehold premises) in reduction of the moneys obligations and liabilities hereby secured or applied in such manner as the Bank shall require; (f) punctually pay and indemnify the Bank and any Receiver appointed by the Bank against all leases existing and future rent rates taxes duties charges assessments impositions and outgoings whatsoever (whether imposed by agreement statute or otherwise and whether in the nature of capital or revenue and even if wholly novel) now or at any time during the continuance of this security payable in respect of the Charged Assets or any part thereof or by the owner or occupier thereof and comply with all laws regulations rules and orders relating to the carrying on of its business on the land and/or premises constituting the Charged Assets. If any such sums shall be paid by the Bank or by any such Receiver the same shall be repaid by the Borrower on demand with interest at the Default Rate; (g) take out and maintain a policy of insurance in respect of the Borrower's liability or potential liability to its employees under the common law or the Workmen's Compensation Act (Cap. 354) or any statutory modification thereof for the time being in force; (h) furnish and provide the Bank with and permit the Bank to obtain all such statements information explanation and data as the Bank may reasonably require regarding the affairs operations administration financial or other than leases whatsoever state or condition of the Borrower or any of the matters in this Clause mentioned; (i) forthwith notify the Bank in writing of the occurrence if any of the events mentioned in Clause 7.01; (j) insofar as may be necessary amend its Memorandum and Articles of Association so as to residential tenants enable it to observe and perform all the covenants undertakings terms stipulations conditions and other provisions of this Deed; (k) get in and realise all Debts in the ordinary course of its business and not (without the prior consent in writing of the Bank) charge or otherwise dispose of nor save in the ordinary course of business and on normal commercial terms release exchange compound set off or grant time or indulgence or otherwise deal (or purport so to do) with all or any of the same; (l) observe and perform all its covenants and obligations under and in respect of the Facilities; (m) at all times permit the Bank to hold and retain the following: (i) all deeds and documents of title relating to all immovable and movable property hereby charged from time to time belonging to the Borrower (and the insurance policies relating thereto); (ii) without prejudice to the generality of the foregoing, all stocks and share certificates and documents of title relating to the Securities and such deeds of transfer in blank and other documents as the Bank may from time to time require for perfecting its title to the Securities (duly executed by or signed on behalf of the registered holder) or for vesting or enabling the Bank to vest the same in itself or its nominees or in any purchaser; and (iii) all assurance policies from time to time effected by the Borrower on the lives of key employees; (n) hold any document referred to in Clause 5.01(m) other than documents relating to the property Thirdly charged in Clause 3.01 which may not be deposited with the Bank at any time in trust for the Bank and will keep the same safe and undefaced; (o) forthwith and from time to time whenever so required by the Bank give written notice of this Deed and the assignments herein contained to any party to whom the Bank may require such notice to be given in such form set forth as the Bank may require (inter alia) giving authority (irrevocable without the consent in Exhibit D heretowriting of the Bank) for such party to pay all moneys from time to time payable by such party to the Bank under or by virtue of any obligation due to the Borrower the benefit of which is hereby charged or assigned to the Bank, and to issue and deliver all certificates and other documents in respect of such obligation direct to the Bank or to its order; (p) do all things which may be necessary to cause all moneys agreed to be paid to the Borrower to become payable; (q) during the continuance of this security duly observe and perform all covenants and stipulations by which it is bound affecting the Securities and will duly and punctually pay all calls instalments and other payments that may be made or become due in respect of any part of the Securities. If any conditional or preferential or other right to subscribe for shares or securities in or any other option shall be offered with respect to any part of the Project Securities the Borrower shall with the Bank's consent pay to the Bank any necessary moneys required for the subscription or the exercise of any portion thereof, whether executed before such right or after option. In default of the date of this Loan AgreementBorrower so doing the Bank may make such payments and all sums paid by the Bank for that purpose with interest thereon at the Default Rate shall be repaid by the Borrower on demand and until paid in full shall be secured by the Charged Assets; (fr) Not enter intopermit any officer of the Bank or other agents authorized by the Bank upon its or their giving reasonable prior notice thereof access to and the right of inspection during normal business hours at times convenient to the Borrower acting in a reasonable manner of all the premises, cancel or amend any agreement equipment, books, accounting and other records of the Borrower for the furnishing of management or similar services time being subject to the Projectcharges hereby created or any of them (and if the Bank reasonably thinks fit) to have the same valued once a year at the expense of the Borrower by a valuer appointed by the Bank; (s) deliver to the Bank copies of the Borrower's monthly unaudited financial statements not later than 30 days after the end of the quarter to which they relate; and (t) deliver to the Bank not later than 180 days after the close of the financial year to which it relates:- (i) the balance sheet and profit and loss account showing the true position of the Borrower's affairs as at the close of its financial year duly audited and certified by the auditors for the time being of the Borrower which said auditors shall have been approved by the Bank; (ii) the Auditors' and Directors' Reports accompanying the said balance sheet and profit and loss account; and (iii) a copy of the Annual Return which the Borrower is required by law to file with the Registrar of Companies. The Borrower shall also from time to time give such other information explanation and materials about the assets, liabilities and affairs of the Borrower as the Bank may reasonably require. 5.02 The Borrower hereby further covenants with the Bank that during the continuance of this security the Borrower will not: (a) save in the ordinary course of its business as now conducted by it and on normal arms' length terms (without the prior consent in writing of the Bank) lease rent let sublet hire out or part with possession or custody of any of the property or assets comprised in this security or grant any licence or permission to any person to occupy use or operate the same; (b) (without the prior consent in writing of the Bank) form or acquire any subsidiary or transfer lease or dispose of any Charged Assets to any subsidiary save on terms previously approved in writing by the Bank; (c) do or cause or permit to be done anything which may in any way depreciate jeopardise or otherwise prejudice the value to the Bank of the security hereby charged; (d) effect any form of reconstruction whatsoever including (without prejudice to the generality thereof) amalgamation with any other company, material change of shareholders or other schemes of compromise or arrangement affecting its present condition except with the prior written consent of the Bondowner Representative and Bank; (e) (without the Issuer, such prior consent not in writing of the Bank) permit any person: (i) to be unreasonably withheld registered as proprietor under the Land Titles Act (Chapter 157) or delayedthe Registration of Deeds Act (Chapter 269) of any immovable property present or future and from time to time hereby charged nor create or permit to arise any overriding interest affecting such property; or (ii) to become entitled to any proprietary right or interest which might affect the value of any land fixtures or fixed plant and machinery hereby charged; (f) sell assign (by way of security or otherwise) discount factor pledge charge or otherwise dispose of the Floating Charge Assets or any part thereof or deal with the same otherwise than in accordance with Clause 5.01(k); (g) Comply with all restrictions, covenants and easements affecting create or attempt to create or permit to subsist any mortgage debenture charge or pledge upon or permit any lien or other encumbrance (save a lien arising by operation of law in the Land ordinary course of trading) to arise on or affect the ProjectCharged Assets or any part thereof; (h) Takepart with possession transfer sell lease or otherwise dispose of the Charged Assets or any part thereof or attempt or agree so to do except (i) in the case of assets charged by way of floating charge only which may be transferred, sold, leased or require to be taken, otherwise disposed of at market value in the usual course of business as now conducted and for the sole purpose of carrying on the ---- Borrower's business and (ii) in such acts manner as may be required permitted under applicable law or regulation in order that the interest on the Bonds continues to be excludable from gross income for purposes of federal income taxation, and refrain from taking any action which would adversely affect the exclusion from gross income of interest on the Bonds from federal income taxation;Clause 5.01(k); and (i) Perform grant, issue or extend any guarantee or indemnity or enter into any other form of contractual undertaking or arrangement of similar effect in respect of any indebtedness or obligations, actual or contingent, of any other person whatsoever except in the usual and satisfy all ordinary course of trading as now conducted by it and its subsidiaries and for the duties and obligations purpose of the Borrower set forth and specified in the Indenture as duties and obligations of the Borrowercarrying on by it, including those duties and obligations which the Indenture requires this Loan Agreement or the other Loan Documents to impose upon relevant subsidiary, of its business. 5.03 If the Borrower; (j) Confirm and assure that the Project, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at reasonable times and upon reasonable Bank receives notice by the Issuer or the Bondowner Representative or the duly authorized agent of any of them and shall keep copies of all written contracts subsequent mortgage charge assignment or other instruments which affect disposition affecting the Project, all Charged Assets or any of which shall be subject to inspection and examination by part thereof or interest therein the Issuer, the Bondowner Representative or the duly authorized agent of any of them; (k) Commencing on the fifth anniversary of the Closing Date, and on such anniversary in each fifth year thereafter, cause to be delivered to the Bondowner Representative, if so requested by the Bondowner Representative, at Borrower’s cost, an opinion of counsel, who Bank may be counsel open a new account for the Borrower, addressed ; if the Bank does not open a new account then unless the Bank gives express written notice to the Bondowner Representative and stating that based upon the law in effect on the date of such opinion no filing, registration or recording and no refiling, re-registration or rerecording of the Mortgage and any Financing Statement, amendments thereto, continuation statements or instruments of a similar character relating contrary to the pledges Borrower the Bank shall nevertheless be treated as if it had done so at the time when it received such notice and assignments as from that time all payments made by or on behalf of the Borrower to the Issuer Bank shall be credited or be treated as having been credited to a new account and shall not operate to reduce the Bondowner Representative to or for amount due from the benefit of the Owners of Bonds is required by law in order to fully preserve and protect the rights of the Issuer, the Bondowner Representative and the Owners of Bonds, as the case may be, or if such filing, registration, recording, refiling, re-registration or rerecording is necessary, setting forth the requirements in respect thereof; and cause such filing, registration, recording, refiling, re-registration or rerecording to take place at Borrower’s expense and promptly after any filing, recording, refiling or rerecording of the Mortgage and any such Financing Statement or amendment thereto or continuation statement or instrument, deliver Borrower to the Bondowner Representative evidence, satisfactory to Bank at the Bondowner Representative, that such filing, registration, recording, refiling, re- registration, or rerecording has been duly accomplished and setting forth time when the particulars thereof; (l) Promptly notify the Issuer and the Bondowner Representative in writing of any (i) default by the Borrower in the performance or observance of any covenant, agreement, representation, warranty or obligation of the Borrower set forth in this Loan Agreement or any other Loan Documents or (ii) any event or condition which with the lapse of time or the giving of Bank received notice, or both would constitute an Event of Default under this Loan Agreement or any other Loan Documents; and commence, pursue and complete rehabilitation and equipping of the Improvements as provided herein and in the Construction Disbursement Agreement. (m) Make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (n) In the event the Loan proceeds are not sufficient to complete the acquisition and rehabilitation of the Project and the payment of all Issuance Costs, it will furnish any additional moneys from any source determined by the Borrower as necessary to complete the acquisition and rehabilitation of the Project and pay all Issuance Costs. The Borrower acknowledges that, to the extent that regulations of the Comptroller of the Currency or any other applicable regulatory agency require granting the Borrower the right to receive brokerage confirmations of securities transactions as they occur, the Borrower specifically waives the right to receive such confirmations.

Covenants by the Borrower. (a) The Borrower hereby covenants represents and agrees thatwarrants to the Bank that (i) it is a duly organised corporation existing in good standing under the Laws of the Cayman Islands, (ii) it is duly qualified to do business wherever necessary to carry on its present operations, (iii) the making and after performance of this Debenture is within its powers having been duly authorised by all necessary governmental and corporate approvals and does not contravene any law or any contractual restriction binding on the Closing DateBorrower or the Memorandum and Articles of Association of the Borrower, it will: (aiv) Give written notice promptlythis Debenture is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, and in (v) there are no pending or threatened actions or proceedings before any event at least thirty (30) days prior to court or administrative agency which may materially adversely affect the closing thereof, of any intended refinancing of the Project to the Issuer Borrower or its financial conditions and the Bondowner Representative;operations. (b) Comply The Borrower hereby further covenants with the Bank that during the continuance of this security the Borrower will at all Legal Requirements times and promptly furnish as applicable immediately: (i) notify the Issuer Bank by fax and confirm in writing of the Bondowner Representative with reports occurrence of any official searches made by any Governmental Authority and any claims event which will or may in due course constitute an Event of violations thereofDefault; (cii) Upon reasonable notice conduct and at reasonable timescarry on its business in a proper, permit efficient and business-like manner and not make any substantial alteration in the Majority Owner, the Issuer nature of or mode of conduct of that business and the Bondowner Representative (keep or their representatives) cause to enter upon the Land and inspect the Projectbe kept proper books of account relating to such business; (diii) Indemnify pay into such account as the Issuer, Bank may direct all money which it shall receive in respect of book or other debts and without prejudice to the Owners and provisions of this deed the Bondowner Representative against claims of brokers arising by reason Borrower shall not without the prior consent of the execution hereof Bank sell, factor, discount, charge or assign any assets described in sub-clause 4(a)(iii) or purport to do so and shall if called upon by the consummation Bank from time to time execute legal assignments of any book or other debts to the transactions contemplated herebyBank; (eiv) Deliver observe and perform all covenants and stipulations from time to time affecting its freehold or leasehold property or the Bondowner Representative mode of user or enjoyment of such property and upon not, without the prior consent in writing of the Bank, enter into any onerous or restrictive obligations affecting any such property nor do or suffer or omit to be done any act, matter or thing which would infringe any provision of any statute, order or regulation from time to time in force affecting any such property; (v) observe and perform all covenants and stipulations from time to time affecting its Written Request patents, patent applications, trade marks, trade names, registered designs and copyrights and all other industrial or intangible property or any licence or ancillary or connected rights from time to time relating to industrial or intangible property and preserve and maintain and renew when necessary or desirable all such licences and rights; (vi) use its best endeavours to enforce and, at its own cost, institute, continue or defend all proceedings relating to any of the IssuerCharged Assets; (vii) keep all buildings and erections and all plant, copies machinery, fixtures, fittings, vehicles, computers and office and other equipment and every part of all leases (other than leases to residential tenants such property in good and substantial repair and in good working order and condition and not pull down or remove or sell or otherwise dispose of any of such property without the prior consent in writing of the Bank except in the ordinary course of business use, repair, maintenance or improvement. If the Borrower is at any time in default in complying with this covenant the form set forth in Exhibit D hereto) Bank shall be entitled but not bound to repair and maintain such property with respect power for the Bank, its agents and their respective employees to enter any of the Borrower's property for that purpose or to inspect that property and any sum so expended by the Bank shall be repayable by the Borrower to the Project or any portion thereof, whether executed before or after Bank on demand together with interest at the Default Rate from the date of this Loan Agreementpayment by the Bank; (fviii) Not enter intoat its own expense insure and keep insured any of the Charged Assets of an insurable nature with insurers previously approved by the Bank in writing against loss or damage by fire, cancel or amend any agreement burglary, theft, civil commotion, explosion, aircraft, flood, xxxxx, xxxxxxx, lightning, burst pipes and such other risks and contingencies as the Bank shall from time to time request to the full replacement value of such assets from time to time including fees of architects, surveyors, engineers and all other professional fees and demolition charges together (in the case of leasehold properties) with loss of rent for 3 years in the joint names of the Borrower and the Bank or, at the option of the Bank, in the name of the Borrower. The interest of the Bank shall be noted on the policy and the policy shall contain such provisions for the furnishing protection of management or the Bank as the Bank may reasonably require. The Borrower must maintain such other insurance policies (with the interest of the Bank noted on such policies) containing like provisions for the protection of the Bank as are normally maintained by prudent companies carrying on similar services businesses. The Borrower shall pay within one week of them becoming due all premiums and other money necessary for effecting and keeping up such insurances and on demand produce to the ProjectBank the policies of such insurance and proof of such payments failing which the Bank may take out or renew such insurances in any sum which the Bank may think expedient and all money expended by the Bank under this provision shall be reimbursed by the Borrower on demand and bear interest at the Default Rate from the date of payment by the Bank up to the date of payment by the Borrower. All money to be received by virtue of any insurance maintained or effected by the Borrower on the Charged Assets (whether or not in pursuance of the obligations under this sub-clause) shall be paid to the Bank (or if not paid by the insurers directly to the Bank held on trust for the Bank) and shall at the option of the Bank be applied in reduction of the money obligations and liabilities secured under this deed or in replacing, restoring or reinstating the property or assets destroyed, damaged or lost (any deficiency being made good by the Borrower); (ix) punctually pay and indemnify the Bank and any Receiver appointed by it against all existing and future rent, rates, taxes, duties, charges, assessments, impositions and outgoings (whether imposed by agreement, statute or otherwise and whether in the nature of capital or revenue and even if wholly novel) now or at any time during the continuance of this security payable in respect of all or any part of the Charged Assets or by the owner or occupier of those assets. If any such sums shall be paid by the Bank or by any such Receiver then the sums shall be repaid by the Borrower on demand with interest at the Default Rate from the date of payment by the Bank or any such Receiver; (x) not (without the prior written consent of the Bondowner Representative and the IssuerBank) vary, such consent not surrender, cancel, assign, charge or otherwise dispose of or permit to be unreasonably withheld forfeit any lease of leasehold premises or delayedany credit, sale, hire purchase, rental or like agreement for any equipment used in its business considered by the Bank to be material and generally fulfil its obligations under every such lease and agreement and when required, produce to the Bank proof of all payments from time to time due from the Borrower under such lease or agreement; (gxi) Comply with get in and realise all restrictions, covenants book and easements affecting other debts and claims charged under this deed in the Land or ordinary course of its business and pay into such account as the Project; Bank shall from time to time direct all money which it may receive in respect of those book and other debts and claims immediately on receipt and pending such payment hold such money on trust for the Bank (h) Take, or require to be taken, such acts as may be required under applicable law or regulation in order provided that the interest Company may use the same in the usual course of trading conducted at the date of this deed and for the purposes of carrying on the Bonds continues to be excludable from gross income for purposes of federal income taxation, business) and refrain from taking any action which would adversely affect not (without the exclusion from gross income of interest on the Bonds from federal income taxation; (i) Perform and satisfy all the duties and obligations prior consent in writing of the Borrower Bank) charge or otherwise dispose of or release, exchange, compound, set forth and specified in the Indenture as duties and obligations of the Borrower, including those duties and obligations which the Indenture requires this Loan Agreement off or the other Loan Documents to impose upon the Borrower; (j) Confirm and assure that the Project, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at reasonable times and upon reasonable notice by the Issuer grant time or the Bondowner Representative indulgence or the duly authorized agent of any of them and shall keep copies of all written contracts or other instruments which affect the Project, otherwise deal with all or any of which shall be subject those book and other debts and claims or purport so to inspection and examination by the Issuer, the Bondowner Representative or the duly authorized agent of any of themdo; (kxii) Commencing on not (without the fifth anniversary prior consent in writing of the Closing DateBank) form or co-operate in the formation of, and purchase or acquire any new subsidiary, permit any subsidiary to issue any share or loan capital except to the Borrower or to a wholly-owned subsidiary of the Borrower or transfer assets hereby charged to any subsidiary save on such anniversary terms previously approved in each fifth year thereafter, writing by the Bank; (xiii) not do or cause or permit to be delivered done anything which may in any way depreciate, jeopardise or otherwise prejudice the value to the Bondowner RepresentativeBank of the security hereby charged and not (without the prior consent in writing of the Bank) incur any expenditure or liabilities of an exceptional or unusual nature; (xiv) deposit with the Bank, if so requested by its solicitors or a nominee of the Bondowner RepresentativeBank and permit the Bank, at Borrower’s cost, an opinion its solicitors or its nominee during the continuance this security to hold and retain the following: I. all deeds and documents of counsel, who may be counsel for the Borrower, addressed title relating to all freehold and leasehold property from time to time belonging to the Bondowner Representative Borrower (and stating that based upon the law insurance policies relating to such property) excluding any in effect on the date of such opinion no filing, registration or recording and no refiling, re-registration or rerecording respect of the Mortgage Red Gate Road Plant Property and any Financing Statement, amendments thereto, continuation statements or instruments the Lower Valley Plant Property; II. all stock and share certificates and documents of a similar character title relating to the pledges Securities and assignments made such deeds of transfer in blank and other documents as the Bank may from time to time require for perfecting its title to the Securities (executed by or signed on behalf of the registered holder) or for vesting or enabling it to vest the Securities in itself or its nominees or in any purchaser; III. all assurance policies from time to time effected by the Borrower on the lives of key employees; and IV. all such documents relating to the Issuer or the Bondowner Representative to or for the benefit of the Owners of Bonds is required by law in order to fully preserve and protect the rights of the Issuer, the Bondowner Representative and the Owners of Bonds, Charged Assets as the case Bank may be, or if such filing, registration, recording, refiling, re-registration or rerecording is necessary, setting forth the requirements in respect thereoffrom time to time require; and cause such filing, registration, recording, refiling, re-registration or rerecording to take place at Borrower’s expense and promptly after any filing, recording, refiling or rerecording of the Mortgage and any such Financing Statement or amendment thereto or continuation statement or instrument, deliver to the Bondowner Representative evidence, satisfactory to the Bondowner Representative, that such filing, registration, recording, refiling, re- registration, or rerecording has been duly accomplished and setting forth the particulars thereof;and (lxv) Promptly notify not (without the Issuer and the Bondowner Representative prior consent in writing of the Bank) permit any person (i) default by the Borrower in the performance or observance to be registered as proprietor of any covenantfreehold or leasehold property present or future from time to time hereby charged nor create or permit to arise any overriding interest affecting such property, agreement, representation, warranty or obligation of the Borrower set forth in this Loan Agreement or any other Loan Documents or (ii) to become entitled to any event proprietary right or condition interest which with the lapse of time or the giving of notice, or both would constitute an Event of Default under this Loan Agreement or any other Loan Documents; and commence, pursue and complete rehabilitation and equipping of the Improvements as provided herein and in the Construction Disbursement Agreement. (m) Make no changes to the Project or to the operation thereof which would might affect the qualification value of the Project under the Act any land, fixtures or impair the exclusion from gross income for federal income tax purposes of the interest on the Bondsfixed plant and machinery hereby charged. (n) In the event the Loan proceeds are not sufficient to complete the acquisition and rehabilitation of the Project and the payment of all Issuance Costs, it will furnish any additional moneys from any source determined by the Borrower as necessary to complete the acquisition and rehabilitation of the Project and pay all Issuance Costs. The Borrower acknowledges that, to the extent that regulations of the Comptroller of the Currency or any other applicable regulatory agency require granting the Borrower the right to receive brokerage confirmations of securities transactions as they occur, the Borrower specifically waives the right to receive such confirmations.

Covenants by the Borrower. The Borrower hereby covenants and agrees that, on and after the Closing Date, it will: (a) Give written notice promptly, and in any event at least thirty (30) days prior to the closing thereof, of any intended refinancing of the Project to the Issuer Issuer, the Trustee and the Bondowner RepresentativeServicer; (b) Comply with all Legal Requirements and promptly furnish the Issuer Issuer, the Trustee and the Bondowner Representative Servicer with reports of any official searches made by any Governmental Authority and any claims of violations thereof; (c) Upon reasonable notice and at reasonable times, permit the Servicer, the Majority Owner, the Issuer and the Bondowner Representative Trustee (or their representatives) to enter upon the Land and inspect the Project; (d) Indemnify the Issuer, the Trustee, the Owners and the Bondowner Representative Servicer against claims of brokers arising by reason of the execution hereof or the consummation of the transactions contemplated hereby; (e) Deliver to the Bondowner Representative Servicer and upon its Written Request the Issuer, Issuer copies of all leases (other than leases to residential tenants in the ordinary course of business in the form set forth in Exhibit D hereto) with respect to the Project or any portion thereof, whether executed before or after the date of this Loan Agreement; (f) Not enter into, cancel or amend any agreement for the furnishing of management or similar services to the Project, without the prior written consent of the Bondowner Representative Servicer and the Issuer, such consent not to be unreasonably withheld or delayed; (g) Comply with all restrictions, covenants and easements affecting the Land or the Project; (h) Take, or require to be taken, such acts as may be required under applicable law or regulation in order that the interest on the Bonds continues to be excludable from gross income for purposes of federal income taxation, and refrain from taking any action which would adversely affect the exclusion from gross income of interest on the Bonds from federal income taxation; (i) Perform and satisfy all the duties and obligations of the Borrower set forth and specified in the Indenture as duties and obligations of the Borrower, including those duties and obligations which the Indenture requires this Loan Agreement or the other Loan Documents to impose upon the Borrower; (j) Confirm and assure that the Project, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection at reasonable times and upon reasonable notice by the Issuer Issuer, the Trustee or the Bondowner Representative Servicer or the duly authorized agent of any of them and shall keep copies of all written contracts or other instruments which affect the Project, all or any of which shall be subject to inspection and examination by the Issuer, the Bondowner Representative Trustee, the Servicer or the duly authorized agent of any of them; (k) Commencing on the fifth anniversary of the Closing Date, and on such anniversary in each fifth year thereafter, cause to be delivered to the Bondowner RepresentativeTrustee and the Servicer, if so requested by the Bondowner RepresentativeTrustee or the Servicer, at Borrower’s cost, an opinion of counsel, who may be counsel for the Borrower, addressed to the Bondowner Representative Trustee and the Servicer and stating that based upon the law in effect on the date of such opinion no filing, registration or recording and no refiling, re-registration or rerecording of the Mortgage and any Financing Statement, amendments thereto, continuation statements or instruments of a similar character relating to the pledges and assignments made by the Borrower to the Issuer or the Bondowner Representative Trustee to or for the benefit of the Owners of Bonds is required by law in order to fully preserve and protect the rights of the Issuer, the Bondowner Representative Trustee and the Owners of Bonds, as the case may be, or if such filing, registration, recording, refiling, re-registration or rerecording is necessary, setting forth the requirements in respect thereof; and cause such filing, registration, recording, refiling, re-registration or rerecording to take place at Borrower’s expense and promptly after any filing, recording, refiling or rerecording of the Mortgage and any such Financing Statement or amendment thereto or continuation statement or instrument, deliver to the Bondowner Representative Trustee and the Servicer evidence, satisfactory to the Bondowner RepresentativeTrustee and the Servicer, that such filing, registration, recording, refiling, re- re-registration, or rerecording has been duly accomplished and setting forth the particulars thereof;; and (l) Promptly notify the Issuer Issuer, the Trustee and the Bondowner Representative Servicer in writing of any any (i) default by the Borrower in the performance or observance of any covenant, agreement, representation, warranty or obligation of the Borrower set forth in this Loan Agreement or any other Loan Documents or (ii) any event or condition which with the lapse of time or the giving of notice, or both would constitute an Event of Default under this Loan Agreement or any other Loan Documents; and commence, pursue and complete rehabilitation [construction] [rehabilitation] and equipping of the Improvements as provided herein and in the Construction Disbursement Agreement. (m) Make no changes to the Project or to the operation thereof which would affect the qualification of the Project under the Act or impair the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (n) In the event the Loan proceeds are not sufficient to complete the acquisition and rehabilitation of the Project and the payment of all Issuance Costs, it will furnish any additional moneys from any source determined by the Borrower as necessary to complete the acquisition and rehabilitation of the Project and pay all Issuance Costs. The Borrower acknowledges that, to the extent that regulations of the Comptroller of the Currency or any other applicable regulatory agency require granting the Borrower the right to receive brokerage confirmations of securities transactions incident to this Agreement or the Indenture as they occur, the Borrower specifically waives the right to receive such confirmations.