Common use of Rights and Responsibilities of Operator Clause in Contracts

Rights and Responsibilities of Operator. Subject only to the limitations imposed in this Agreement, the Operator shall have the full and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the System. Without limiting the Operator’s power or authority under this Agreement, the Operator’s specific rights and responsibilities with respect to the operation, maintenance, improvement and construction of the System shall include: (a) The right, without obtaining consent or approval of the District, to purchase, acquire, sell, alienate, dation, lease, convey, exchange, option, agree to sell or buy, dispose of, manage, lease or operate all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator, including all property now owned or hereafter acquired by the Operator, whether now or in the future, for such consideration as the Operator may deem appropriate, including for cash, credit, a combination of both, an exchange of property rights, or in consideration for an interest in a corporation, joint venture, partnership or limited liability company, with such acts to contain such terms and conditions as the Operator may deem necessary, proper and/or advisable; (b) The right, without obtaining consent or approval of the District, to borrow any sum or sums of monies and incur obligations, whether secured or unsecured, from any bank, financial institution, corporation, individual or entity, including, but not limited to, borrowings from any Affiliate of the Operator, and to guaranty or endorse the debts and obligations of any individual or entity, all to be on such terms and conditions and in such amounts and to contain such rates of interest and repayment terms as the Operator may deem necessary or proper; from time to time make, execute and issue promissory notes and other negotiable or non-negotiable instruments, continuing guaranties or evidences of indebtedness, loan agreements and letters of credit, all to be on such terms and conditions and to contain such rates of interest and repayment terms as the Operator may deem reasonably necessary under the prevailing circumstances; and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any debt, obligation, mortgage, or other security device, on such terms as the Operator may deem reasonably necessary under the prevailing circumstances. Notwithstanding the foregoing, the Operator’s proposed financing plan as included in the Base Rate Financial Model contemplates the use of $60 million in the Clean Water State Revolving Fund Program and $69 million in other construction financing. The amount of the Operator Termination Fee shall be calculated based upon the Base Rate Financial Model at the Effective Date. The District shall not be liable to the Operator for material increases to the Operator Termination Fee that result from actions taken by the Operator with regard to Operator’s debt or equity structure without the consent of the District; (c) The right, without obtaining consent or approval of the District, to assign, pledge, mortgage, or grant other security interests in or otherwise encumber all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator and execute and bind the Operator (or any partnership wherein the Operator is a general partner or limited partner or any limited liability company wherein the Operator is a manager or member) on any mortgage, assignment, security agreement, financing statement, pledge or any other document creating such encumbrances to secure the obligations of the Operator (or of any partnership wherein the Operator is a general partner or limited partner or of any limited liability company wherein the Operator is a manager or member) or any other individual or entity, with such documents to contain the usual and customary security clauses, including without limitation a confession of judgment, waiver of appraisal and pact de non alienando, all upon such terms and conditions as the Operator may deem necessary or proper. The Operator, however, shall not have the right to encumber the System unless such encumbrance is authorized under Section 3.1(d); (d) The right, without obtaining consent or approval of the District, to acquire and enter into any contract of insurance which the Operator deems reasonably necessary and proper for the protection of the Operator and for the conservation of the Operator’s assets, or for any purpose convenient or beneficial to the Operator; (e) The right, without obtaining consent or approval of the District, to employ from time to time on behalf of the Operator individuals (including employees of any Affiliate thereof) on such terms and for such compensation as the Operator shall determine; (f) The right, without obtaining consent or approval of the District, to make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (g) The right, without obtaining consent or approval of the District, to open checking and savings accounts in banks or similar financial institutions in the name of the Operator, and deposit cash in and withdraw cash from such accounts; (h) The right, without obtaining consent or approval of the District, to set up or modify record keeping, billing and accounts payable accounting systems; (i) The right, without obtaining consent or approval of the District, to adjust, arbitrate, compromise, xxx or defend, abandon or otherwise deal with and settle any and all claims in favor of or against the Operator or the System, as the Operator shall deem reasonable and proper; (j) The right, without obtaining consent or approval of the District, to enter into, make, perform and carry out all types of contracts, leases and other agreements, and amend, extend or modify any contract, lease or agreement at any time entered into by the Operator; (k) The right, without obtaining consent or approval of the District, to represent its interests in connection with any interactions with industry or regulatory institutions or organizations; (l) The right, without obtaining consent or approval of the District, to execute, on behalf of and in the name of the Operator, any and all contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed reasonably necessary and proper by the Operator; (m) The right, without obtaining consent or approval of the District, to enter into joint ventures, partnerships or limited liability companies, cause the Operator to become a shareholder in a corporation and act on behalf of the Operator as a shareholder, partner, member or manager and execute any and all acts and agreements in connection therewith, all upon such terms and conditions as the Operator may deem appropriate; (n) The right, without obtaining consent or approval of the District, to qualify the Operator to do business in any state or locality, establish a place of business and designate a registered agent in such state or locality, and execute such documents as may be necessary for such qualification; (o) The right, without obtaining consent or approval of the District, to do all acts necessary or desirable to carry out the business for which the Operator is formed or which may facilitate the Operator’s exercise of its powers hereunder; (p) The responsibility to (i) respond in a timely and adequate manner to all requests of the District for action or decision by the Operator with respect to all matters requiring the approval, review or consent of the Operator hereunder and as to such other matters relating to the obligations of the District hereunder as to which the District shall reasonably request the response of the Operator in accordance with the provisions of this Agreement and (ii) provide the District with such information, data and assistance as may be necessary or appropriate for the District to perform its obligations hereunder; (q) The obligation to submit to the District detailed reports of its progress in the construction of the East Bank Regional System and the other reports contemplated under Section 4.13(b); (r) The obligation to design, construct, commission, and maintain the East Bank Regional System in conformity with the Contract Standards; (s) The obligation to operate, maintain, and improve the System in conformity with the Contract Standards; (t) The Operator shall notify the District as soon as practicable after receiving notice from any Governmental Authority, but in no event later than 20 days, that the Operator may have violated any Applicable Law that could have a material impact on the Operator’s ability to meet the Contract Standards or Performance Standards; (u) The Operator shall include the Contract Standards in every material subcontract and supply contract so that they shall be binding on each Contractor; (v) The obligation to, at Operator’s own cost, adequately maintain the System throughout the Term through routine maintenance and repair so that at the end of the Term, the System shall be and remain in good operating condition and successfully satisfying the Performance Standards; (w) The obligation to publish to System users the Influent Standards before requiring such users to comply with such standards; (x) The obligation to procure and maintain in effect for the Term the Required Operating Period Insurance policies in the amounts of coverage and deductible amounts identified in Appendix III; (y) The sole responsibility for all right-of-way acquisitions and the obligation to procure all such other rights and approvals necessary or useful for the performance of its obligations hereunder as it relates to this Agreement. The Operator shall be responsible for the payment of all applicable charges in respect of applications for such rights and approvals. (z) The obligation to meet all repayment obligations for all financing received pursuant to Section 4.10(f), subject to Section 6.2(a) hereof; (aa) The responsibility for the Operator’s legal matters, including its reporting and related compliance with Applicable Law; (bb) The obligation to establish a registration and connection process for System Customers and to establish, manage and control, or contract for, an efficient billing and collection system for billing and collecting the rates established pursuant to Article 6 hereof; and (cc) The right to review and comment on requests for building permits submitted to the Parish after the Transfer Date as contemplated by Section 4.15.

Rights and Responsibilities of Operator. Subject only to the limitations imposed in this Agreement, the Operator shall have the full and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the System. Without limiting the Operator’s power or authority under this Agreement, the Operator’s specific rights and responsibilities with respect to the operation, maintenance, improvement and construction of the System shall include: (a) The right, without obtaining consent or approval of the District, to purchase, acquire, sell, alienate, dation, lease, convey, exchange, option, agree to sell or buy, dispose of, manage, lease or operate all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator, including all property now owned or hereafter acquired by the Operator, whether now or in the future, for such consideration as the Operator may deem appropriate, including for cash, credit, a combination of both, an exchange of property rights, or in consideration for an interest in a corporation, joint venture, partnership or limited liability company, with such acts to contain such terms and conditions as the Operator may deem necessary, proper and/or advisable; (b) The right, without obtaining consent or approval of the District, to borrow any sum or sums of monies and incur obligations, whether secured or unsecured, from any bank, financial institution, corporation, individual or entity, including, but not limited to, borrowings from any Affiliate of the Operator, and to guaranty or endorse the debts and obligations of any individual or entity, all to be on such terms and conditions and in such amounts and to contain such rates of interest and repayment terms as the Operator may deem necessary or proper; from time to time make, execute and issue promissory notes and other negotiable or non-negotiable instruments, continuing guaranties or evidences of indebtedness, loan agreements and letters of credit, all to be on such terms and conditions and to contain such rates of interest and repayment terms as the Operator may deem reasonably necessary under the prevailing circumstances; and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any debt, obligation, mortgage, or other security device, on such terms as the Operator may deem reasonably necessary under the prevailing circumstances. Notwithstanding the foregoing, the Operator’s proposed financing plan as included in the Base Rate Financial Model contemplates the use of $60 million in the Clean Water State Revolving Fund Program and $69 million in other construction financing. The amount of the Operator Termination Fee shall be calculated based upon the Base Rate Financial Model at the Effective Date. The District shall not be liable to the Operator for material increases to the Operator Termination Fee that result from actions taken by the Operator with regard to Operator’s debt or equity structure without the consent of the District; (c) The right, without obtaining consent or approval of the District, to assign, pledge, mortgage, or grant other security interests in or otherwise encumber all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator and execute and bind the Operator (or any partnership wherein the Operator is a general partner or limited partner or any limited liability company wherein the Operator is a manager or member) on any mortgage, assignment, security agreement, financing statement, pledge or any other document creating such encumbrances to secure the obligations of the Operator (or of any partnership wherein the Operator is a general partner or limited partner or of any limited liability company wherein the Operator is a manager or member) or any other individual or entity, with such documents to contain the usual and customary security clauses, including without limitation a confession of judgment, waiver of appraisal and pact de non alienando, all upon such terms and conditions as the Operator may deem necessary or proper. The Operator, however, shall not have the right to encumber the System unless such encumbrance is authorized under Section 3.1(d); (d) The right, without obtaining consent or approval of the District, to acquire and enter into any contract of insurance which the Operator deems reasonably necessary and proper for the protection of the Operator and for the conservation of the Operator’s assets, or for any purpose convenient or beneficial to the Operator; (e) The right, without obtaining consent or approval of the District, to employ from time to time on behalf of the Operator individuals (including employees of any Affiliate thereof) on such terms and for such compensation as the Operator shall determine; (f) The right, without obtaining consent or approval of the District, to make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (g) The right, without obtaining consent or approval of the District, to open checking and savings accounts in banks or similar financial institutions in the name of the Operator, and deposit cash in and withdraw cash from such accounts; (h) The right, without obtaining consent or approval of the District, to set up or modify record keeping, billing and accounts payable accounting systems; (i) The right, without obtaining consent or approval of the District, to adjust, arbitrate, compromise, xxx or defend, abandon or otherwise deal with and settle any and all claims in favor of or against the Operator or the System, as the Operator shall deem reasonable and proper; (j) The right, without obtaining consent or approval of the District, to enter into, make, perform and carry out all types of contracts, leases and other agreements, and amend, extend or modify any contract, lease or agreement at any time entered into by the Operator; (k) The right, without obtaining consent or approval of the District, to represent its interests in connection with any interactions with industry or regulatory institutions or organizations; (l) The right, without obtaining consent or approval of the District, to execute, on behalf of and in the name of the Operator, any and all contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed reasonably necessary and proper by the Operator; (m) The right, without obtaining consent or approval of the District, to enter into joint ventures, partnerships or limited liability companies, cause the Operator to become a shareholder in a corporation and act on behalf of the Operator as a shareholder, partner, member or manager and execute any and all acts and agreements in connection therewith, all upon such terms and conditions as the Operator may deem appropriate; (n) The right, without obtaining consent or approval of the District, to qualify the Operator to do business in any state or locality, establish a place of business and designate a registered agent in such state or locality, and execute such documents as may be necessary for such qualification; (o) The right, without obtaining consent or approval of the District, to do all acts necessary or desirable to carry out the business for which the Operator is formed or which may facilitate the Operator’s exercise of its powers hereunder; (p) The responsibility to (i) respond in a timely and adequate manner to all requests of the District for action or decision by the Operator with respect to all matters requiring the approval, review or consent of the Operator hereunder and as to such other matters relating to the obligations of the District hereunder as to which the District shall reasonably request the response of the Operator in accordance with the provisions of this Agreement and (ii) provide the District with such information, data and assistance as may be necessary or appropriate for the District to perform its obligations hereunder; (q) The obligation to submit to the District detailed reports of its progress in the construction of the East Bank Regional System and the other reports contemplated under Section 4.13(b); (r) The obligation to design, construct, commission, and maintain the East Bank Regional System in conformity with the Contract Standards; (s) The obligation to operate, maintain, and improve the System in conformity with the Contract Standards; (t) The Operator shall notify the District as soon as practicable after receiving notice from any Governmental Authority, but in no event later than 20 days, that the Operator may have violated any Applicable Law that could have a material impact on the Operator’s ability to meet the Contract Standards or Performance Standards; (u) The Operator shall include the Contract Standards in every material subcontract and supply contract so that they shall be binding on each Contractor; (v) The obligation to, at Operator’s own cost, adequately maintain the System throughout the Term through routine maintenance and repair so that at the end of the Term, the System shall be and remain in good operating condition and successfully satisfying the Performance Standards; (w) The obligation to publish to System users the Influent Standards before requiring such users to comply with such standards; (x) The obligation to procure and maintain in effect for the Term the Required Operating Period Insurance policies in the amounts of coverage and deductible amounts identified in Appendix III; (y) The sole responsibility for all right-of-way acquisitions and the obligation to procure all such rights and approvals, and all other rights and approvals necessary or useful for the performance of its obligations hereunder as it relates to this Agreement. The Operator shall be responsible for the payment of all applicable charges in respect of applications for such rights and approvals. (z) The obligation to meet all repayment obligations for all financing received pursuant to Section 4.10(f), subject to Section 6.2(a) hereof; (aa) The responsibility for the Operator’s legal matters, including its reporting and related compliance with Applicable Law; (bb) The obligation to establish a registration and connection process for System Customers and to establish, manage and control, or contract for, an efficient billing and collection system for billing and collecting the rates established pursuant to Article 6 hereof; and (cc) The right to review and comment on requests for building permits submitted to the Parish after the Transfer Effective Date as contemplated by Section 4.15.

Rights and Responsibilities of Operator. Subject only to the limitations imposed in this Agreement, the Operator shall have the full and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the System. Without limiting the Operator’s power or authority under this Agreement, the Operator’s specific rights and responsibilities with respect to the operation, maintenance, improvement and construction of the System shall include: (a) The right, without obtaining consent or approval of the District, to purchase, acquire, sell, alienate, dation, lease, convey, exchange, option, agree to sell or buy, dispose of, manage, lease or operate all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator, including all property now owned or hereafter acquired by the Operator, whether now or in the future, for such consideration as the Operator may deem appropriate, including for cash, credit, a combination of both, an exchange of property rights, or in consideration for an interest in a corporation, joint venture, partnership or limited liability company, with such acts to contain such terms and conditions as the Operator may deem necessary, proper and/or advisable; (b) The right, without obtaining consent or approval of the District, to borrow any sum or sums of monies and incur obligations, whether secured or unsecured, from any bank, financial institution, corporation, individual or entity, including, but not limited to, borrowings from any Affiliate of the Operator, and to guaranty or endorse the debts and obligations of any individual or entity, all to be on such terms and conditions and in such amounts and to contain such rates of interest and repayment terms as the Operator may deem necessary or proper; from time to time make, execute and issue promissory notes and other negotiable or non-negotiable instruments, continuing guaranties or evidences of indebtedness, loan agreements and letters of credit, all to be on such terms and conditions and to contain such rates of interest and repayment terms as the Operator may deem reasonably necessary under the prevailing circumstances; and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any debt, obligation, mortgage, or other security device, on such terms as the Operator may deem reasonably necessary under the prevailing circumstances. Notwithstanding the foregoing, the Operator’s proposed financing plan as included in the Base Rate Financial Model contemplates the use of $60 million in the Clean Water State Revolving Fund Program and $69 million in other construction financing. The amount of the Operator Termination Fee shall be calculated based upon the Base Rate Financial Model at the Effective Date. The District shall not be liable to the Operator for material increases to the Operator Termination Fee that result from actions taken by the Operator with regard to Operator’s debt or equity structure without the consent of the District; (c) The right, without obtaining consent or approval of the District, to assign, pledge, mortgage, or grant other security interests in or otherwise encumber all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator and execute and bind the Operator (or any partnership wherein the Operator is a general partner or limited partner or any limited liability company wherein the Operator is a manager or member) on any mortgage, assignment, security agreement, financing statement, pledge or any other document creating such encumbrances to secure the obligations of the Operator (or of any partnership wherein the Operator is a general partner or limited partner or of any limited liability company wherein the Operator is a manager or member) or any other individual or entity, with such documents to contain the usual and customary security clauses, including without limitation a confession of judgment, waiver of appraisal and pact de non alienando, all upon such terms and conditions as the Operator may deem necessary or proper. The Operator, however, shall not have the right to encumber the System unless such encumbrance is authorized under Section 3.1(d); (d) The right, without obtaining consent or approval of the District, to acquire and enter into any contract of insurance which the Operator deems reasonably necessary and proper for the protection of the Operator and for the conservation of the Operator’s assets, or for any purpose convenient or beneficial to the Operator; (e) The right, without obtaining consent or approval of the District, to employ from time to time on behalf of the Operator individuals (including employees of any Affiliate thereof) on such terms and for such compensation as the Operator shall determine; (f) The right, without obtaining consent or approval of the District, to make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (g) The right, without obtaining consent or approval of the District, to open checking and savings accounts in banks or similar financial institutions in the name of the Operator, and deposit cash in and withdraw cash from such accounts; (h) The right, without obtaining consent or approval of the District, to set up or modify record keeping, billing and accounts payable accounting systems; (i) The right, without obtaining consent or approval of the District, to adjust, arbitrate, compromise, xxx sue or defend, abandon or otherwise deal with and settle any and all claims in favor of or against the Operator or the System, as the Operator shall deem reasonable and proper; (j) The right, without obtaining consent or approval of the District, to enter into, make, perform and carry out all types of contracts, leases and other agreements, and amend, extend or modify any contract, lease or agreement at any time entered into by the Operator; (k) The right, without obtaining consent or approval of the District, to represent its interests in connection with any interactions with industry or regulatory institutions or organizations; (l) The right, without obtaining consent or approval of the District, to execute, on behalf of and in the name of the Operator, any and all contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed reasonably necessary and proper by the Operator; (m) The right, without obtaining consent or approval of the District, to enter into joint ventures, partnerships or limited liability companies, cause the Operator to become a shareholder in a corporation and act on behalf of the Operator as a shareholder, partner, member or manager and execute any and all acts and agreements in connection therewith, all upon such terms and conditions as the Operator may deem appropriate; (n) The right, without obtaining consent or approval of the District, to qualify the Operator to do business in any state or locality, establish a place of business and designate a registered agent in such state or locality, and execute such documents as may be necessary for such qualification; (o) The right, without obtaining consent or approval of the District, to do all acts necessary or desirable to carry out the business for which the Operator is formed or which may facilitate the Operator’s exercise of its powers hereunder; (p) The responsibility to (i) respond in a timely and adequate manner to all requests of the District for action or decision by the Operator with respect to all matters requiring the approval, review or consent of the Operator hereunder and as to such other matters relating to the obligations of the District hereunder as to which the District shall reasonably request the response of the Operator in accordance with the provisions of this Agreement and (ii) provide the District with such information, data and assistance as may be necessary or appropriate for the District to perform its obligations hereunder; (q) The obligation to submit to the District detailed reports of its progress in the construction of the East Bank Regional System and the other reports contemplated under Section 4.13(b); (r) The obligation to design, construct, commission, and maintain the East Bank Regional System in conformity with the Contract Standards; (s) The obligation to operate, maintain, and improve the System in conformity with the Contract Standards; (t) The Operator shall notify the District as soon as practicable after receiving notice from any Governmental Authority, but in no event later than 20 days, that the Operator may have violated any Applicable Law that could have a material impact on the Operator’s ability to meet the Contract Standards or Performance Standards; (u) The Operator shall include the Contract Standards in every material subcontract and supply contract so that they shall be binding on each Contractor; (v) The obligation to, at Operator’s own cost, adequately maintain the System throughout the Term through routine maintenance and repair so that at the end of the Term, the System shall be and remain in good operating condition and successfully satisfying the Performance Standards; (w) The obligation to publish to System users the Influent Standards before requiring such users to comply with such standards; (x) The obligation to procure and maintain in effect for the Term the Required Operating Period Insurance policies in the amounts of coverage and deductible amounts identified in Appendix III; (y) The sole responsibility for all right-of-way acquisitions and the obligation to procure all such other rights and approvals necessary or useful for the performance of its obligations hereunder as it relates to this Agreement. The Operator shall be responsible for the payment of all applicable charges in respect of applications for such rights and approvals. (z) The obligation to meet all repayment obligations for all financing received pursuant to Section 4.10(f), subject to Section 6.2(a) hereof; (aa) The responsibility for the Operator’s legal matters, including its reporting and related compliance with Applicable Law; (bb) The obligation to establish a registration and connection process for System Customers and to establish, manage and control, or contract for, an efficient billing and collection system for billing and collecting the rates established pursuant to Article 6 hereof; and (cc) The right to review and comment on requests for building permits submitted to the Parish after the Transfer Date as contemplated by Section 4.15.

Rights and Responsibilities of Operator. Subject only to the limitations imposed in this Agreement, the Operator shall have the full and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take any necessary or appropriate action in connection with the System. Without limiting the Operator’s power or authority under this Agreement, the Operator’s specific rights and responsibilities with respect to the operation, maintenance, improvement and construction of the System shall include: (a) The right, without obtaining consent or approval of the District, to purchase, acquire, sell, alienate, dation, lease, convey, exchange, option, agree to sell or buy, dispose of, manage, lease or operate all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator, including all property now owned or hereafter acquired by the Operator, whether now or in the future, for such consideration as the Operator may deem appropriate, including for cash, credit, a combination of both, an exchange of property rights, or in consideration for an interest in a corporation, joint venture, partnership or limited liability company, with such acts to contain such terms and conditions as the Operator may deem necessary, proper and/or advisable; (b) The right, without obtaining consent or approval of the District, to borrow any sum or sums of monies and incur obligations, whether secured or unsecured, from any bank, financial institution, corporation, individual or entity, including, but not limited to, borrowings from any Affiliate of the Operator, and to guaranty or endorse the debts and obligations of any individual or entity, all to be on such terms and conditions and in such amounts and to contain such rates of interest and repayment terms as the Operator may deem necessary or proper; from time to time make, execute and issue promissory notes and other negotiable or non-negotiable instruments, continuing guaranties or evidences of indebtedness, loan agreements and letters of credit, all to be on such terms and conditions and to contain such rates of interest and repayment terms as the Operator may deem reasonably necessary under the prevailing circumstances; and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any debt, obligation, mortgage, or other security device, on such terms as the Operator may deem reasonably necessary under the prevailing circumstances. Notwithstanding the foregoing, the Operator’s proposed financing plan as included in the Base Rate Financial Model contemplates the use of $60 million in the Clean Water State Revolving Fund Program and $69 million in other construction financing. The amount of the Operator Termination Fee shall be calculated based upon the Base Rate Financial Model at the Effective Date. The District shall not be liable to the Operator for material increases to the Operator Termination Fee that result from actions taken by the Operator with regard to Operator’s debt or equity structure without the consent of the District; (c) The right, without obtaining consent or approval of the District, to assign, pledge, mortgage, or grant other security interests in or otherwise encumber all or any portion of the immovable or movable (whether corporeal or incorporeal) property of the Operator and execute and bind the Operator (or any partnership wherein the Operator is a general partner or limited partner or any limited liability company wherein the Operator is a manager or member) on any mortgage, assignment, security agreement, financing statement, pledge or any other document creating such encumbrances to secure the obligations of the Operator (or of any partnership wherein the Operator is a general partner or limited partner or of any limited liability company wherein the Operator is a manager or member) or any other individual or entity, with such documents to contain the usual and customary security clauses, including without limitation a confession of judgment, waiver of appraisal and pact de non alienando, all upon such terms and conditions as the Operator may deem necessary or proper. The Operator, however, shall not have the right to encumber the System unless such encumbrance is authorized under Section 3.1(d); (d) The right, without obtaining consent or approval of the District, to acquire and enter into any contract of insurance which the Operator deems reasonably necessary and proper for the protection of the Operator and for the conservation of the Operator’s assets, or for any purpose convenient or beneficial to the Operator; (e) The right, without obtaining consent or approval of the District, to employ from time to time on behalf of the Operator individuals (including employees of any Affiliate thereof) on such terms and for such compensation as the Operator shall determine; (f) The right, without obtaining consent or approval of the District, to make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose); (g) The right, without obtaining consent or approval of the District, to open checking and savings accounts in banks or similar financial institutions in the name of the Operator, and deposit cash in and withdraw cash from such accounts; (h) The right, without obtaining consent or approval of the District, to set up or modify record keeping, billing and accounts payable accounting systems; (i) The right, without obtaining consent or approval of the District, to adjust, arbitrate, compromise, xxx sue or defend, abandon or otherwise deal with and settle any and all claims in favor of or against the Operator or the System, as the Operator shall deem reasonable and proper; (j) The right, without obtaining consent or approval of the District, to enter into, make, perform and carry out all types of contracts, leases and other agreements, and amend, extend or modify any contract, lease or agreement at any time entered into by the Operator; (k) The right, without obtaining consent or approval of the District, to represent its interests in connection with any interactions with industry or regulatory institutions or organizations; (l) The right, without obtaining consent or approval of the District, to execute, on behalf of and in the name of the Operator, any and all contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed reasonably necessary and proper by the Operator; (m) The right, without obtaining consent or approval of the District, to enter into joint ventures, partnerships or limited liability companies, cause the Operator to become a shareholder in a corporation and act on behalf of the Operator as a shareholder, partner, member or manager and execute any and all acts and agreements in connection therewith, all upon such terms and conditions as the Operator may deem appropriate; (n) The right, without obtaining consent or approval of the District, to qualify the Operator to do business in any state or locality, establish a place of business and designate a registered agent in such state or locality, and execute such documents as may be necessary for such qualification; (o) The right, without obtaining consent or approval of the District, to do all acts necessary or desirable to carry out the business for which the Operator is formed or which may facilitate the Operator’s exercise of its powers hereunder; (p) The responsibility to (i) respond in a timely and adequate manner to all requests of the District for action or decision by the Operator with respect to all matters requiring the approval, review or consent of the Operator hereunder and as to such other matters relating to the obligations of the District hereunder as to which the District shall reasonably request the response of the Operator in accordance with the provisions of this Agreement and (ii) provide the District with such information, data and assistance as may be necessary or appropriate for the District to perform its obligations hereunder; (q) The obligation to submit to the District detailed reports of its progress in the construction of the East Bank Regional System and the other reports contemplated under Section 4.13(b); (r) The obligation to design, construct, commission, and maintain the East Bank Regional System in conformity with the Contract Standards; (s) The obligation to operate, maintain, and improve the System in conformity with the Contract Standards; (t) The Operator shall notify the District as soon as practicable after receiving notice from any Governmental Authority, but in no event later than 20 days, that the Operator may have violated any Applicable Law that could have a material impact on the Operator’s ability to meet the Contract Standards or Performance Standards; (u) The Operator shall include the Contract Standards in every material subcontract and supply contract so that they shall be binding on each Contractor; (v) The obligation to, at Operator’s own cost, adequately maintain the System throughout the Term through routine maintenance and repair so that at the end of the Term, the System shall be and remain in good operating condition and successfully satisfying the Performance Standards; (wu) The obligation to publish to System users the Influent Standards before requiring such users to comply with such standards; (xv) The obligation to procure and maintain in effect for the Term the Required Operating Period Insurance policies in the amounts of coverage and deductible amounts identified in Appendix III; (y) The sole responsibility for all right-of-way acquisitions and the obligation to procure all such other rights and approvals necessary or useful for the performance of its obligations hereunder as it relates to this Agreement. The Operator shall be responsible for the payment of all applicable charges in respect of applications for such rights and approvals. (zw) The obligation to meet all repayment obligations for all financing received pursuant to Section 4.10(f4.10(e), subject to Section 6.2(a) hereof; (aax) The responsibility for the Operator’s legal matters, including its reporting and related compliance with Applicable Law; (bby) The obligation to establish a registration and connection process for System Customers and to establish, manage and control, or contract for, an efficient billing and collection system for billing and collecting the rates established pursuant to Article 6 hereof; and (ccz) The right to review and comment on requests for building permits submitted to the Parish after the Transfer Effective Date as contemplated by Section 4.15.