Common use of Single Purpose Covenants Clause in Contracts

Single Purpose Covenants. (a) The Guarantor has not owned, and does not own and will not own any assets other than (i) its direct ownership interest in the Issuer and Related Property, (ii) in connection with the addition of an Additional Asset Entity pursuant to the Indenture, the ownership interests in such Additional Asset Entity pending the contribution thereof to the Issuer or an Asset Entity and (iii) assets to be immediately contributed by the Guarantor to the Issuer or an Asset Entity. (b) The Guarantor has not engaged in and will not engage in any business, directly or indirectly, other than the ownership and management of the Issuer Parties. (c) The Guarantor has not entered into, and will not enter into, any contract or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents shall be deemed to comply with this covenant). (d) The Guarantor has not made any loans or advances to any Person (other than to the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person (including any of its Affiliates) other than to the Issuer Parties or as expressly permitted by the Transaction Documents, and has not acquired and will not acquire obligations or securities of any Related Party. (e) The Guarantor reasonably expects to remain solvent and pay its own liabilities, indebtedness, and obligations of any kind from its own separate assets as the same shall become due and reasonably expects to maintain adequate capital for its obligations in light of its contemplated business operations; provided, however, that the foregoing shall not require the Guarantor to make additional capital contributions or provide other financial support to any other Issuer Party. (f) The Guarantor has done or caused to be done and will do all things necessary to preserve its existence, and will not amend, modify or otherwise change its limited liability company agreement or other organizational documents in any manner with respect to the matters set forth in this Section 5.11. (g) The Guarantor has continuously maintained, and shall continuously maintain, its existence and qualification to do business in all states necessary to carry on its business. (h) The Guarantor has conducted and operated, and will conduct and operate, its business as presently contemplated with respect to ownership of the Issuer. (i) The Guarantor has maintained, and will maintain, books and records and bank accounts separate from those of its Related Parties and will maintain financial statements that are separate from such Affiliates; provided, however, that the Guarantor’s assets may be included in consolidated financial statements of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Guarantor and its subsidiaries from such Affiliates and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be included in the Guarantor’s own separate balance sheet. (j) Except as contemplated by the Management Agreement, the Guarantor has at all times held, and will continue to hold, itself out to the public as, a legal entity separate and distinct from any other Person (other than the other Issuer Parties) and not as a department or division of any Person and will promptly correct any known misunderstandings regarding its existence as a separate legal entity. (k) The Guarantor will have a sufficient number of employees (if any) in light of its contemplated business operations and shall pay the salaries of its own employees, if any, solely from its own funds. (l) The Guarantor has allocated, and will continue to allocate, fairly and reasonably shared expenses with Affiliates (including, without limitation, any shared office space). (m) The Guarantor will use stationery, invoices and checks separate from those of any Related Party (it being understood that the Issuer Parties are expressly permitted to use common stationery, invoices and checks among Issuer Parties). (n) The Guarantor has filed, and will continue to file, all such separate tax returns (or consolidated tax returns for two or more Issuer Parties, if applicable) that are required under applicable law. (o) The Guarantor has not sought, acquiesced in, or suffered or permitted, and will not seek, acquiesce in, or suffer or permit, its liquidation, dissolution or winding up, in whole or in part. (p) The Guarantor will not enter into any transaction of merger or consolidation, sell all or substantially all of its assets, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, any Person (other than as contemplated by the Transaction Documents). (q) The Guarantor has not commingled or permitted to be commingled, and will not commingle or permit to be commingled, its funds or other assets with those of any other Person (other than each other Issuer Party, or as may be held by Manager, as agent, pursuant to the terms of the Management Agreement). The Guarantor will ensure that funds belonging to it will be clearly traceable at each step in any financial transaction. (r) The Guarantor has and will maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Related Party. (s) The Guarantor does not and will not hold itself out to have guaranteed or otherwise be responsible for the debts or obligations of any other Person (other than any obligations of another Issuer Party, including the Obligations). (t) The Guarantor has not guaranteed or otherwise become liable in connection with any obligation of any other Person (other than the other Issuer Parties) that remains outstanding, and will not guarantee or otherwise become liable on or in connection with any obligation (other than the Obligations) of any other Person (other than the other Issuer Parties) that remains outstanding. (u) The Guarantor has not held, and, except for funds deposited into the Accounts in accordance with the Transaction Documents, shall not hold, title to its assets other than solely in its own name. (v) The Guarantor shall comply in all material respects with all of the assumptions, statements, certifications, representations, warranties and covenants regarding or made by it contained in or appended to the nonconsolidation opinion delivered on the Initial Closing Date. (w) The Guarantor has conducted, and will continue to conduct, its business solely in its own name. (x) The Guarantor has observed, and will continue to observe, all limited liability company formalities. (y) The Guarantor has not formed, acquired or held any subsidiary (other than the Issuer or an Asset Entity immediately contributed by the Guarantor to the Issuer) and will not form, acquire or hold any other subsidiary, in each case, other than the Issuer or an Asset Entity to be immediately contributed by the Guarantor to the Issuer.

Single Purpose Covenants. (a) The Guarantor has not ownedEach Borrower shall at all times be a Single Purpose Entity. For the purpose of this Agreement a “Single Purpose Entity” means a Borrower which shall at all times: (i) exist solely for the purpose of, and does not own engage in any business or activity other than, the owning, operating, financing, leasing and will otherwise dealing with the Project, and activities incidental thereto; (ii) not acquire or own any assets other than (i) its direct ownership interest in the Issuer Project and Related Property, (ii) in connection with the addition of an Additional Asset Entity pursuant to the Indenture, such incidental personal property as may be necessary for the ownership interests in such Additional Asset Entity pending the contribution thereof to the Issuer or an Asset Entity and operation thereof; (iii) assets to be immediately contributed by the Guarantor to the Issuer not incur any Debt, secured or an Asset Entity. (b) The Guarantor has not engaged in and will not engage in any businessunsecured, directly direct or indirectly, other than the ownership and management of the Issuer Parties. (c) The Guarantor has not entered into, and will not enter into, any contract or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents shall be deemed to comply with this covenant). (d) The Guarantor has not made any loans or advances to any Person (other than to the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person contingent (including guaranteeing any of its Affiliatesobligation) other than to the Issuer Parties or as expressly permitted by the Transaction Documents, this Agreement; (iv) maintain its books and has records separate from any other Person; (v) maintain its bank accounts separate from any other Person; (vi) conduct business in its own name; (vii) hold all of its assets in its own name and not acquired and will not acquire obligations or securities commingle its assets with those of any Related Party. other Person; (eviii) The Guarantor reasonably expects maintain its financial statements, accounting records and other entity documents separate from any other Person; (ix) to the extent funds from operation of the Project permits, intends to remain solvent and pay its own liabilitiesliabilities and expenses (including, indebtednesswithout limitation, and obligations salaries of any kind from its own separate assets as the same shall become due and reasonably expects to maintain adequate capital for its obligations in light employees) only out of its contemplated business operationsown funds; provided, however, that the foregoing shall not require the Guarantor Borrower’s members, partners or shareholders to make additional capital contributions or provide other financial support to any other Issuer Party. Borrower; (fx) The Guarantor has done or caused observe all material organizational formalities necessary to be done maintain its separate existence, and will do all things necessary not fail to preserve its existenceexistence as an entity duly organized, validly existing and will in good standing (if applicable) under the applicable Legal Requirements of the jurisdiction of its organization or formation; (xi) except for capital contributions or capital distributions permitted under the terms and conditions of Borrower’s organizational documents and properly reflected on its books and records, not amendenter into or be party to any transaction with its partners, modify members, stockholders or Affiliates except in the ordinary course of its business and on terms and conditions that are intrinsically fair, commercially reasonable and are no less favorable to Borrower than would be obtained in a comparable arms-length transaction with an unaffiliated third party; (xii) maintain a sufficient number of employees in light of its contemplated business operations; (xiii) except as expressly contemplated in the Loan Documents, not guarantee or become obligated for the debts of any other Person; (xiv) except as expressly contemplated in the Loan Documents, not (1) hold out its credit as being available to satisfy the obligations of any other Person or otherwise change pledge its limited liability company agreement assets to secure the obligations of any other Person or (2) hold out its credit or assets as being available to satisfy the obligations of any other organizational documents in Person or (3) make any manner loans or advances to any Person, or (4) own any stock or securities of, any Person, or (5) buy or hold evidence of indebtedness issued by any other Person or (6) with respect to the matters set forth Borrower, own any subsidiary, or make any investment in, in this Section 5.11. any Person; (gxv) The Guarantor has continuously maintainednot acquire obligations or securities of its partners, members, stockholders or other Affiliates, as applicable; (xvi) allocate fairly and reasonably any shared expenses (including, without limitation, office space and services performed by an employee of an Affiliate) with any other Person; (xvii) use separate stationery, invoices, and shall continuously maintainchecks bearing its own name; (xviii) except as expressly contemplated in the Loan Documents, not pledge its existence assets for the benefit of any other Person or make any loans or advances to any Person; (xix) hold itself out as a separate and qualification distinct entity under its own name and not as a division or part of any Person; (xx) correct any known misunderstanding regarding its separate and distinct identity; (xxi) to do business in all states necessary to carry on its business. (h) The Guarantor has conducted and operated, and will conduct and operate, its business as presently contemplated with respect to ownership the extent funds from operation of the Issuer. (i) The Guarantor has maintainedProject permit, and will maintain, books and records and bank accounts separate from those intend to maintain adequate capital in light of its Related Parties and will maintain financial statements that are separate from such Affiliatescontemplated business obligations; provided, however, that the Guarantor’s assets may be included in consolidated financial statements of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Guarantor and its subsidiaries from such Affiliates and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be included in the Guarantor’s own separate balance sheet. (j) Except as contemplated by the Management Agreement, the Guarantor has at all times held, and will continue to hold, itself out to the public as, a legal entity separate and distinct from any other Person (other than the other Issuer Parties) and not as a department or division of any Person and will promptly correct any known misunderstandings regarding its existence as a separate legal entity. (k) The Guarantor will have a sufficient number of employees (if any) in light of its contemplated business operations and shall pay the salaries of its own employees, if any, solely from its own funds. (l) The Guarantor has allocated, and will continue to allocate, fairly and reasonably shared expenses with Affiliates (including, without limitation, any shared office space). (m) The Guarantor will use stationery, invoices and checks separate from those of any Related Party (it being understood that the Issuer Parties are expressly permitted to use common stationery, invoices and checks among Issuer Parties). (n) The Guarantor has filed, and will continue to file, all such separate tax returns (or consolidated tax returns for two or more Issuer Parties, if applicable) that are required under applicable law. (o) The Guarantor has not sought, acquiesced in, or suffered or permitted, and will not seek, acquiesce in, or suffer or permit, its liquidation, dissolution or winding up, in whole or in part. (p) The Guarantor will not enter into any transaction of merger or consolidation, sell all or substantially all of its assets, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, any Person (other than as contemplated by the Transaction Documents). (q) The Guarantor has not commingled or permitted to be commingled, and will not commingle or permit to be commingled, its funds or other assets with those of any other Person (other than each other Issuer Party, or as may be held by Manager, as agent, pursuant to the terms of the Management Agreement). The Guarantor will ensure that funds belonging to it will be clearly traceable at each step in any financial transaction. (r) The Guarantor has and will maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Related Party. (s) The Guarantor does not and will not hold itself out to have guaranteed or otherwise be responsible for the debts or obligations of any other Person (other than any obligations of another Issuer Party, including the Obligations). (t) The Guarantor has not guaranteed or otherwise become liable in connection with any obligation of any other Person (other than the other Issuer Parties) that remains outstanding, and will not guarantee or otherwise become liable on or in connection with any obligation (other than the Obligations) of any other Person (other than the other Issuer Parties) that remains outstanding. (u) The Guarantor has not held, and, except for funds deposited into the Accounts in accordance with the Transaction Documents, foregoing shall not holdrequire Borrower’s members, title partners or shareholders to its assets other than solely in its own name. make additional capital contributions to Borrower; (v) The Guarantor shall comply in all material respects with all of the assumptions, statements, certifications, representations, warranties and covenants regarding or made by it contained in or appended to the nonconsolidation opinion delivered on the Initial Closing Date. (w) The Guarantor has conducted, and will continue to conduct, its business solely in its own name. (x) The Guarantor has observed, and will continue to observe, all limited liability company formalities. (y) The Guarantor has not formed, acquired or held any subsidiary (other than the Issuer or an Asset Entity immediately contributed by the Guarantor to the Issuer) and will not form, acquire or hold any other subsidiary, in each case, other than the Issuer or an Asset Entity to be immediately contributed by the Guarantor to the Issuer.xxii)

Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (ai) The Guarantor has be formed and organized solely for the purpose of owning the Concessionaire Interest and, at the option of the Concessionaire, the “Concessionaire Interest” as such term is defined under the Facilities Agreement and using, possessing, operating and collecting (A) Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System (and carrying out other activities permitted pursuant to this Agreement (and any activities reasonably incidental and related thereto)) and (B) Parking Facilities Revenues and other Concession Revenues (as such terms are defined in the Facilities Agreement) with respect to and otherwise dealing with the Parking Facilities System (as such term is defined in the Facilities Agreement) and carrying out other activities permitted, pursuant to the Facilities Agreement, (ii) not ownedengage in any business unrelated to clause (i) above, except that the Concessionaire may enter into and does perform the obligations under the Facilities Agreement and carry out the other activities permitted pursuant to the Facilities Agreement and any activities reasonably incidental thereto, (iii) not own and will not own have any assets other than those related to its activities in accordance with clauses (i) its direct ownership interest in the Issuer and Related Property, (ii) above, (iv) except as appropriate for Tax reporting purposes, or in connection with the addition of an Additional Asset Entity pursuant to the Indenture, the ownership interests in such Additional Asset Entity pending the contribution thereof to the Issuer or an Asset Entity and (iii) assets to be immediately contributed by the Guarantor to the Issuer or an Asset Entity. (b) The Guarantor has not engaged in and will not engage in any business, directly or indirectly, other than the ownership and management of the Issuer Parties. (c) The Guarantor has not entered into, and will not enter into, any contract or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents shall be deemed to comply with this covenant). (d) The Guarantor has not made any loans or advances to any Person (other than to the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person (including any of its Affiliates) other than to the Issuer Parties or as expressly permitted by the Transaction Documents, and has not acquired and will not acquire obligations or securities of any Related Party. (e) The Guarantor reasonably expects to remain solvent and pay its own liabilities, indebtedness, and obligations of any kind from consolidated financing statements maintain its own separate assets books and records and its own accounts, (v) observe all corporate, limited partnership or limited liability company, as the same shall become due applicable, formalities and reasonably expects to maintain adequate capital for its obligations in light of its contemplated business operations; provided, however, that the foregoing shall not require the Guarantor to make additional capital contributions or provide other financial support to any other Issuer Party. (f) The Guarantor has done or caused to be done and will do all things necessary to preserve its existence, and will (vi) not amend, modify guarantee or otherwise change its limited liability company agreement or other organizational documents in any manner obligate itself with respect to the matters set forth debts of any other Person, (vii) except as expressly permitted hereby or by any Collateral Assignment or Leasehold Mortgage (as such term is defined in this Section 5.11. (gthe Facilities Agreement) The Guarantor has continuously maintained, and shall continuously maintain, its existence and qualification to do or in connection in the ordinary course of business in all states necessary to carry on its business. (h) The Guarantor has conducted and operated, and will conduct and operate, its business as presently contemplated with respect to ownership of the Issuer. Metered Parking System or the Parking Facilities System (i) The Guarantor has maintainedas such term is defined in the Facilities Agreement), and will maintain, books and records and bank accounts separate from those of its Related Parties and will maintain financial statements that are separate from such Affiliates; provided, however, that the Guarantor’s assets may be included in consolidated financial statements of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Guarantor and its subsidiaries from such Affiliates and to indicate that not pledge its assets and credit are not available to satisfy for the debts and other obligations benefit of such Affiliate or any other Person and (iiviii) such assets shall also be included in the Guarantor’s own separate balance sheet. (j) Except as contemplated by the Management Agreement, the Guarantor has at all times held, and will continue to hold, itself out to the public as, a legal entity separate and distinct from any other Person (other than the other Issuer Parties) and not as a department or division of any Person and will promptly correct any known misunderstandings regarding its existence as a separate legal entity. (k) The Guarantor will have a sufficient number of employees (if any) maintain adequate capital in light of its contemplated business operations and shall pay the salaries of its own employees, if any, solely from its own fundsoperations. (l) The Guarantor has allocated, and will continue to allocate, fairly and reasonably shared expenses with Affiliates (including, without limitation, any shared office space). (m) The Guarantor will use stationery, invoices and checks separate from those of any Related Party (it being understood that the Issuer Parties are expressly permitted to use common stationery, invoices and checks among Issuer Parties). (n) The Guarantor has filed, and will continue to file, all such separate tax returns (or consolidated tax returns for two or more Issuer Parties, if applicable) that are required under applicable law. (o) The Guarantor has not sought, acquiesced in, or suffered or permitted, and will not seek, acquiesce in, or suffer or permit, its liquidation, dissolution or winding up, in whole or in part. (p) The Guarantor will not enter into any transaction of merger or consolidation, sell all or substantially all of its assets, or acquire by purchase or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, any Person (other than as contemplated by the Transaction Documents). (q) The Guarantor has not commingled or permitted to be commingled, and will not commingle or permit to be commingled, its funds or other assets with those of any other Person (other than each other Issuer Party, or as may be held by Manager, as agent, pursuant to the terms of the Management Agreement). The Guarantor will ensure that funds belonging to it will be clearly traceable at each step in any financial transaction. (r) The Guarantor has and will maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Related Party. (s) The Guarantor does not and will not hold itself out to have guaranteed or otherwise be responsible for the debts or obligations of any other Person (other than any obligations of another Issuer Party, including the Obligations). (t) The Guarantor has not guaranteed or otherwise become liable in connection with any obligation of any other Person (other than the other Issuer Parties) that remains outstanding, and will not guarantee or otherwise become liable on or in connection with any obligation (other than the Obligations) of any other Person (other than the other Issuer Parties) that remains outstanding. (u) The Guarantor has not held, and, except for funds deposited into the Accounts in accordance with the Transaction Documents, shall not hold, title to its assets other than solely in its own name. (v) The Guarantor shall comply in all material respects with all of the assumptions, statements, certifications, representations, warranties and covenants regarding or made by it contained in or appended to the nonconsolidation opinion delivered on the Initial Closing Date. (w) The Guarantor has conducted, and will continue to conduct, its business solely in its own name. (x) The Guarantor has observed, and will continue to observe, all limited liability company formalities. (y) The Guarantor has not formed, acquired or held any subsidiary (other than the Issuer or an Asset Entity immediately contributed by the Guarantor to the Issuer) and will not form, acquire or hold any other subsidiary, in each case, other than the Issuer or an Asset Entity to be immediately contributed by the Guarantor to the Issuer.

Single Purpose Covenants. The Concessionaire shall, at all times during the Term: (a) The Guarantor has be formed and organized solely for the purpose of owning the Concessionaire Interest and developing, constructing, using, possessing, maintaining, operating, collecting Revenues with respect to and otherwise dealing with the Plant and performing or subcontracting the Plant Services (and carrying out other activities permitted pursuant to this Agreement and any other activities reasonably incidental thereto (including the financing thereof and of the Concession)); (b) not owned, engage in any business unrelated to clause (a) above and does not own and will incur any Indebtedness other than Permitted Indebtedness; (c) not own have any assets other than those related to its activities in accordance with clauses (ia) its direct ownership interest in the Issuer and Related Property, (ii) in connection with the addition of an Additional Asset Entity pursuant to the Indenture, the ownership interests in such Additional Asset Entity pending the contribution thereof to the Issuer or an Asset Entity and (iii) assets to be immediately contributed by the Guarantor to the Issuer or an Asset Entity. (b) The Guarantor has not engaged in and will not engage in any business, directly or indirectly, other than the ownership and management of the Issuer Parties. (c) The Guarantor has not entered into, and will not enter into, any contract or agreement with any Related Party except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents shall be deemed to comply with this covenant). above; (d) The Guarantor has not made any loans or advances to any Person (other than to the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person (including any of its Affiliates) other than to the Issuer Parties or as expressly permitted by the Transaction Documents, and has not acquired and will not acquire obligations or securities of any Related Party. (e) The Guarantor reasonably expects to remain solvent and pay its own liabilities, indebtedness, and obligations of any kind from maintain its own separate assets as full and complete books and records and its own accounts, in each case which are separate and apart from the same shall become due books and reasonably expects to maintain adequate capital for its obligations in light records and accounts of its contemplated business operationsany other Person; provided, however, that the foregoing Concessionaire's assets may be included in a consolidated financial statement of a direct or indirect equity holder or other owner of a beneficial interest of the Concessionaire if inclusion on such consolidated financial statement is required to comply with the requirement of generally accepted accounting principles of the relevant jurisdiction, but only if (i) such consolidated financial statement shall not require be appropriately footnoted to the Guarantor effect that the Concessionaire's assets are owned by the Concessionaire and that they are being included on the consolidated financial statement of such shareholder or other owner of a beneficial interest only to make additional capital contributions or provide other financial support to comply with the requirements of generally accepted accounting principles of the relevant jurisdiction and (ii) such assets shall be listed on the Concessionaire's own separate balance sheet; (e) hold itself out as being a Person, separate and apart from any other Issuer Party. Person; (f) The Guarantor has done not commingle its funds or caused assets with those of any other Person; (g) conduct its own business in its own name independently and through its own authorized officers and agents; (h) except as noted in clause (d) above, maintain separate financial statements and file its own tax returns (to be done the extent required by Applicable Law); (i) pay its own debts and will liabilities when they become due out of its own funds; (j) observe all corporate, limited partnership or limited liability company, as applicable, formalities and do all things necessary to preserve its existence, and will not amend, modify or otherwise change its limited liability company agreement or other organizational documents in any manner with respect to the matters set forth in this Section 5.11. (g) The Guarantor has continuously maintained, and shall continuously maintain, its existence and qualification to do business in all states necessary to carry on its business. (h) The Guarantor has conducted and operated, and will conduct and operate, its business as presently contemplated with respect to ownership of the Issuer. (i) The Guarantor has maintained, and will maintain, books and records and bank accounts separate from those of its Related Parties and will maintain financial statements that are separate from such Affiliates; provided, however, that the Guarantor’s assets may be included in consolidated financial statements of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Guarantor and its subsidiaries from such Affiliates and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be included in the Guarantor’s own separate balance sheet. (j) Except as contemplated by the Management Agreement, the Guarantor has at all times held, and will continue to hold, itself out to the public as, a legal entity separate and distinct from any other Person (other than the other Issuer Parties) and not as a department or division of any Person and will promptly correct any known misunderstandings regarding its existence as a separate legal entity. (k) The Guarantor will have a sufficient number of employees (if any) in light of officers and personnel to run its contemplated business operations and shall or to supervise an Operator pursuant to one or more contractual arrangements; (l) pay the salaries of its own employees, if any, solely from and maintain a sufficient number of employees in light of its own funds. (l) The Guarantor has allocated, and will continue to allocate, fairly and reasonably shared expenses with Affiliates (including, without limitation, any shared office space). contemplated business operations; (m) The Guarantor will use stationery, invoices and checks separate from those of any Related Party (it being understood that the Issuer Parties are expressly permitted to use common stationery, invoices and checks among Issuer Parties). (n) The Guarantor has filed, and will continue to file, all such separate tax returns (or consolidated tax returns for two or more Issuer Parties, if applicable) that are required under applicable law. (o) The Guarantor has not sought, acquiesced in, or suffered or permitted, and will not seek, acquiesce in, or suffer or permit, its liquidation, dissolution or winding up, in whole or in part. (p) The Guarantor will not enter into any transaction of merger or consolidation, sell all or substantially all of its assets, or acquire by purchase guarantee or otherwise all or substantially all of the business or assets of, or any stock or beneficial ownership of, any Person (other than as contemplated by the Transaction Documents). (q) The Guarantor has not commingled or permitted obligate itself with respect to be commingled, and will not commingle or permit to be commingled, its funds or other assets with those of any other Person (other than each other Issuer Party, or as may be held by Manager, as agent, pursuant to the terms of the Management Agreement). The Guarantor will ensure that funds belonging to it will be clearly traceable at each step in any financial transaction. (r) The Guarantor has and will maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify its individual assets from those of any Related Party. (s) The Guarantor does not and will not hold itself out to have guaranteed or otherwise be responsible for the debts or obligations of any other Person (other than any Person, or hold out its credit as being available to satisfy the debts or obligations of another Issuer Partyany other Person; (n) not acquire obligations of or securities issued by its shareholders, partners or members, as applicable; (o) allocate fairly and reasonably shared expenses, including the Obligations). any overhead for shared office space; (tp) The Guarantor has not guaranteed use separate stationery, invoices and checks bearing its own name; (q) except as expressly permitted hereby or otherwise become liable by any Collateral Assignment or in connection with any obligation the ordinary course of business of the Plant, not pledge its assets for the benefit of any other Person (other than the other Issuer Parties) that remains outstanding, and will not guarantee or otherwise become liable on make any loans or in connection with any obligation (other than the Obligations) of advances to any other Person Person; (other than r) correct any known misunderstanding regarding its separate identity; (s) maintain adequate capital in light of its contemplated business operations; (t) observe all customary organizational and operational formalities, including the other Issuer Parties) that remains outstanding. taking and maintaining of complete minutes of all member, manager, shareholder, board or similar meetings; (u) The Guarantor has not held, and, except for funds deposited maintain an arm's length relationship with its Affiliates and enter into the Accounts transactions with Affiliates only pursuant to Arms’-Length Affiliate Contracts or otherwise in accordance with the Transaction Documents, shall not hold, title to its assets other than solely in its own name. Section 4.13; and (v) The Guarantor shall have organizational documents that comply with the requirements set forth in all material respects with all of the assumptions, statements, certifications, representations, warranties and covenants regarding or made by it contained in or appended to the nonconsolidation opinion delivered on the Initial Closing Datethis Section 4.5. (w) The Guarantor has conducted, and will continue to conduct, its business solely in its own name. (x) The Guarantor has observed, and will continue to observe, all limited liability company formalities. (y) The Guarantor has not formed, acquired or held any subsidiary (other than the Issuer or an Asset Entity immediately contributed by the Guarantor to the Issuer) and will not form, acquire or hold any other subsidiary, in each case, other than the Issuer or an Asset Entity to be immediately contributed by the Guarantor to the Issuer.

Single Purpose Covenants. Notwithstanding any other provision of this Agreement to the contrary, for so long as the Partnership is required to comply with the Loan Agreement, and thereafter until the Partners unanimously agree otherwise, the Partnership shall: (a) The Guarantor has not owned, and does not own and will not own any assets asset or property other than (i) its direct ownership interest in the Issuer Project, and Related Property, (ii) in connection with the addition of an Additional Asset Entity pursuant to the Indenture, incidental personal and intangible property necessary for the ownership interests in such Additional Asset Entity pending or operation of the contribution thereof to the Issuer or an Asset Entity and (iii) assets to be immediately contributed by the Guarantor to the Issuer or an Asset Entity.Project; (b) The Guarantor has not engaged in and will not engage in any business, directly or indirectly, business other than the ownership acquisition, development, ownership, operating, leasing, management, maintenance, holding, selling and management of otherwise dealing with the Issuer Parties.Project and the Mxxxxx Sxxxxxx Loan, and activities incidental thereto; (c) The Guarantor has not entered into, and will not enter into, into any contract or agreement with any Related Party Affiliate of the Partnership, any constituent party of the Partnership or any Affiliate of any constituent party, except in the ordinary course of business and upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than a Related Party (it being understood that the Management Agreement and the other Transaction Documents shall be deemed to comply with this covenant).any such party; (d) The Guarantor has not made incur any Indebtedness (as defined in the Loan Agreement) other than (i) the Debt, Taxes and Other Charges (as such terms are defined in the Loan Agreement), (ii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $500,000.00 at any one time (not including trade payables the Partnership is contesting in good faith up to an aggregate amount of $250,000.00) and (iii) Indebtedness incurred in the financing of equipment and other personal property used at the Project with annual payments not exceeding $150,000.00 in the aggregate; provided that any Indebtedness incurred pursuant to subclauses (ii) and (iii) shall be (x) not more than sixty (60) days past due and (y) incurred in the ordinary course of business. No Indebtedness other than the Debt may be secured (subordinate or pari passu) by the Project; (e) not make any loans or advances to any Person (other than to the Issuer Parties) that remain outstanding as of the Initial Closing Date and will not make any loan or advance to any Person third party (including any of its Affiliatesarty Affiliate or constituent party) other than but provided that this shall not prohibit tenant allowances pursuant to leases permitted under the Issuer Parties or as expressly permitted by the Transaction DocumentsLoan Agreement, and has not acquired and will shall not acquire obligations or securities of its Affiliates or any Related Party.other Person (other than cash or investment grade securities); (ef) The Guarantor reasonably expects to remain solvent and pay its own liabilitiesdebts and liabilities (including, indebtednessas applicable, shared personnel and obligations of any kind overhead expenses) from its own separate assets as the same shall become due and reasonably expects to maintain adequate capital for its obligations in light the extent of its contemplated business operations; provided, however, that the foregoing shall not require the Guarantor to make additional capital contributions or provide other financial support to any other Issuer Party.available funds; (fg) The Guarantor has done or caused to be done and will do all things necessary to observe organizational formalities and preserve its existence, and the Partnership will not not, nor will the Partnership permit any constituent party to amend, modify or otherwise change its limited liability company agreement the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of the Partnership or such constituent party without the prior written consent of Mxxxxx Sxxxxxx in any manner with respect to that (i) violates the matters single purpose covenants set forth in this Section 5.11. 2.10, or (gii) The Guarantor has continuously maintainedamends, and shall continuously maintain, modifies or otherwise changes any provision of this Section 2.10 that by its existence and qualification to do business in all states necessary to carry on terms cannot be modified at any time when the Mxxxxx Sxxxxxx Loan is outstanding or by its business.terms cannot be modified without Mxxxxx Xxxxxxx’x consent; (h) The Guarantor has conducted and operatedmaintain all of its books, and will conduct and operaterecords, its business as presently contemplated with respect to ownership of the Issuer. (i) The Guarantor has maintained, and will maintain, books and records financial statements and bank accounts separate from those of its Related Parties Affiliates and any constituent party. The Partnership’s assets will maintain not be listed as assets on the financial statements that are separate from such Affiliatesstatement of any other Person; provided, however, that the GuarantorPartnership’s assets may be included in a consolidated financial statements statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Guarantor Partnership and its subsidiaries from such Affiliates and to indicate that its the Partnership’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate Affiliates or any other Person and (ii) such assets shall also be included in listed on the GuarantorPartnership’s own separate balance sheet.. The Partnership will file its own tax returns (to the extent the Partnership is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person. The Partnership shall maintain all Pennsylvania limited partnership formalities; (ji) Except as contemplated by the Management Agreementbe, the Guarantor has and at all times held, and will continue to hold, hold itself out to the public as, a legal entity separate and distinct from any other Person entity (other than including any Affiliate of the other Issuer Parties) and not as a department Partnership or division any constituent party of any Person and will promptly the Partnership), shall correct any known misunderstandings misunderstanding regarding its existence status as a separate legal entity., shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks bearing its own name and shall allocate fairly and reasonably any overhead for shared office space, provided, however, to the extent invoices for such services are not allocated and separately billed to each entity, there is a system in place that provides that the amount thereof that is to be allocated among the relevant parties will be reasonably related to the services provided to each such party. The invoices, checks and stationery utilized by the Partnership or utilized to collect its funds or pay its expenses shall bear its own name and shall not bear the name of any other entity unless such entity is clearly designated as being the Partnership’s agent; (kj) The Guarantor will have maintain adequate capital for the normal obligations reasonably foreseeable in a sufficient number business of employees (if any) its size and character and in light of its contemplated business operations and shall pay the salaries of its own employees, if any, solely from its own funds.operations; (lk) The Guarantor has allocated, and will continue to allocate, fairly and reasonably shared expenses with Affiliates not seek (including, without limitation, nor shall any shared office space). (mconstituent party of the Partnership seek) The Guarantor will use stationery, invoices and checks separate from those of any Related Party (it being understood that or effect the Issuer Parties are expressly permitted to use common stationery, invoices and checks among Issuer Parties). (n) The Guarantor has filed, and will continue to file, all such separate tax returns (or consolidated tax returns for two or more Issuer Parties, if applicable) that are required under applicable law. (o) The Guarantor has not sought, acquiesced in, or suffered or permitted, and will not seek, acquiesce in, or suffer or permit, its liquidation, dissolution or dissolution, winding up, liquidation, consolidation or merger, in whole or in part., of the Partnership; (pl) The Guarantor will not enter into any transaction of merger or consolidation, sell all or substantially all of its assets, or acquire by purchase or otherwise all or substantially all commingle the funds and other assets of the business or assets of, or any stock or beneficial ownership of, any Person (other than as contemplated by the Transaction Documents). (q) The Guarantor has not commingled or permitted to be commingled, and will not commingle or permit to be commingled, its funds or other assets Partnership with those of any Affiliate or constituent party or any other Person (other than each other Issuer PartyPerson, or as may be held by Manager, as agent, pursuant to the terms and will hold all of the Management Agreement). The Guarantor will ensure that funds belonging to it will be clearly traceable at each step its assets in any financial transaction.its own name; (rm) The Guarantor has and will maintain its assets in such a manner that it is will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Related Party.Affiliate or constituent party or any other Person; (sn) The Guarantor does not guarantee or become obligated for the debts of any other Person and will not hold itself out to have guaranteed or otherwise be responsible for or have its credit available to satisfy the debts or obligations of any other Person Person; (i) require that each general partner of the Partnership (each, an “SPC Party”) be a limited liability company or corporation whose sole asset is its interest in the Partnership, and each such SPC Party shall at all times comply (except as to Gen-Par with respect to Sections 2.10 (a), (b), (d) and (n) above), and will cause the Partnership to comply, with each of the representations, warranties, and covenants contained in this Section 2.10 as if such representation, warranty or covenant was made directly by such SPC Party (except as to Gen-Par with respect to Sections 2.10 (a), (b), (d) and (n) above). Upon the withdrawal or the disassociation of an SPC Party from the Partnership, the Partnership shall immediately appoint a new SPC Party whose articles of organization or incorporation, as applicable, are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies (as such terms are defined in the Loan Agreement), as applicable, with respect to the new SPC Party and its equity owners; and (ii) if the Partnership or SPC Party is a single member limited liability company, the Partnership or SPC Party shall have at least two (2) springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from the Partnership or SPC Party, shall immediately become the sole member of the Partnership or SPE Party, and the other of which shall become the sole member of the Partnership or SPC Party if the first such springing member no longer is available to serve as such sole member; (p) at all times cause there to be at least two (2) duly appointed members of the board of directors or independent managers, as applicable, who are provided by a nationally-recognized company that provides professional independent directors (Mxxxxx Sxxxxxx has approved of the use of Entity Services (as defined in the Loan Agreement) as the provider for independent directors) (each, an “Independent Director”) of each SPC Party who shall not have been at the time of such individual’s appointment or at any time while serving as a director of such SPC Party and the Partnership, and may not have been at any time during the preceding five (5) years (i) a stockholder, director (other than any obligations as an Independent Director of another Issuer SPC Party), officer, employee, partner, member, attorney or counsel of such SPC Party, including the Obligations). (t) The Guarantor has not guaranteed Partnership or otherwise become liable in connection with any obligation Affiliate of any of them, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, the Partnership or any Affiliate of any of them (other than his or her service as an Independent Director of SPC Party), (iii) a Person or other entity controlling or under common control with any such stockholder, partner, member, creditor, customer, supplier or other Person, or (iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, creditor, customer, supplier or other Issuer PartiesPerson. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise; (q) not cause or permit the board of directors, partners or members, as applicable, of any SPC Party and the Partnership to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of the Partnership or SPC Party, requires a vote of the board of directors, partners or members, as applicable, of each SPC Party and the Partnership unless at the time of such action there shall be at least two members who are each an Independent Director; (r) conduct its business so that remains outstanding, the assumptions made with respect to the Partnership in the Insolvency Opinion (as defined in the Loan Agreement) shall be true and will not guarantee or otherwise become liable on or correct in all respects. In connection with any obligation (other than the Obligations) of any other Person (other than foregoing, the other Issuer Parties) that remains outstanding. (u) The Guarantor has not held, and, except for funds deposited into the Accounts in accordance with the Transaction Documents, shall not hold, title to its assets other than solely in its own name. (v) The Guarantor Partnership shall comply in all material respects with or cause the compliance with (i) all of the assumptionsfacts and assumptions (whether regarding the Partnership or any other Person) set forth in the Insolvency Opinion, statements, certifications, (ii) all the representations, warranties and covenants regarding in this Section 2.10, and (iii) all the organizational documents of the Partnership and any SPC Party; (s) not permit any Affiliate or made by it contained in or appended constituent party independent access to its bank accounts except for the Manager, as agent, pursuant to the nonconsolidation opinion delivered on terms of the Initial Closing Date.Management Agreement; (t) pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations; (u) compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred; (v) not pledge its assets for the benefit of any other Person; and (w) The Guarantor has conductednot form, and will continue to conductacquire, its business solely in its own name. or hold any subsidiary (x) The Guarantor has observedwhether corporate, and will continue to observepartnership, all limited liability company formalities. (yor other) The Guarantor has not formed, acquired or held own any subsidiary (other than the Issuer or an Asset Entity immediately contributed by the Guarantor to the Issuer) and will not form, acquire or hold equity interest in any other subsidiary, in each case, other than the Issuer or an Asset Entity to be immediately contributed by the Guarantor to the Issuerentity.