Representations and Covenants of the Borrower as Single Purpose Entity. Without limiting any of the foregoing, but in addition thereto, Borrower covenants and agrees that it shall not, nor shall it permit its Managing Member to, take any of the following actions without the prior written consent of the Bondholder Representative:
(a) engage in any business or activity other than the acquisition, construction, ownership, operation and maintenance of the Project, and activities incidental thereto;
(b) acquire or own any material asset other than (i) the Mortgaged Property, and
Representations and Covenants of the Borrower as Single Purpose Entity. Without limiting any of the foregoing, but in addition thereto, Borrower covenants and agrees that it shall not, nor shall it permit its Managing Member to, take any of the following actions without the prior written consent of the Bondholder Representative:
(a) engage in any business or activity other than the acquisition, construction, ownership, operation and maintenance of the Project, and activities incidental thereto;
(b) acquire or own any material asset other than (i) the Mortgaged Property, and (ii) such incidental personal property as may be necessary for the operation of the Project;
(c) except for Permitted Transfers, (i) merge into or consolidate with any Person or entity (ii) or dissolve, terminate or liquidate in whole or in part, (iii) transfer or otherwise dispose of all or substantially all of its assets, or (iv) change its legal structure, without in each case described in clauses (i) (iv), the Bondholder Representative’s consent;
(d) fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Bondholder Representative, amend or modify (to the extent prohibited in this Agreement), or terminate any of the Borrower's Organizational Documents;
(e) except as specifically permitted by any Loan Document, own any subsidiary or make any investment in or acquire the obligations or securities of any other Person or entity without the consent of Bondholder Representative;
(f) commingle its assets with the assets of any of its partner(s), partners, shareholders, affiliates, or of any other Person or entity or transfer any assets to any such Person or entity other than distributions on account of equity interests in the Borrower permitted hereunder;
(g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) the Taxable Tail Loan or a loan provided in replacement of the Taxable Tail Loan on terms satisfactory to the Bank, and (ii) unsecured trade and operational debt incurred with trade creditors in the ordinary course of its business of owning and operating the Project in such amounts as are normal and reasonable under the circumstances;
(h) allow any Person to pay its debts and liabilities (except the Guarantor or any of the Borrower's partners) or fail to pay its debts and liabilities solely from its own assets (or the asset...
