Common use of Company’s Covenants Clause in Contracts

Company’s Covenants. The Company agrees that it will: (a) Refrain from knowingly taking any actions (and from permitting any action with regard to which the Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds. (b) Indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriter, its officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriter, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriter within the meaning of the 1933 Act or 1934 Act as aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) a breach of the Company’s representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, the Preliminary Official Statement, or any amendment or supplement to either, as such fact is required to be stated therein or necessary to make the statements therein that pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; (iv) or arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, department or entity questioning, among other things, the tax-exempt status of the Bonds. (c) Undertake, pursuant to the Continuing Disclosure Agreement dated as of December 1, 2007 to be entered into between the Company and the Trustee (the “Continuing Disclosure Agreement”), to provide annual reports and notices of certain material events in accordance with Rule 15c2-12 under the 1934 Act, as amended (“Rule 15c2-12”). (d) Not amend or supplement the Official Statement without prior notice to, and the consent of, the Underwriter, and will advise the Underwriter and the Authority promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds. (e) Take all actions reasonably necessary to maintain in effect and to comply with the order of the Commonwealth Public Utility Commission dated November 29, 2007, registering the Securities Certificate for the issuance of the First Mortgage Bonds in support of the Bonds.

Company’s Covenants. The Company agrees that it will: (a) Refrain refrain from knowingly taking any actions (and from permitting any action with regard to which the Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the 2005 Bonds.; (b) Indemnify indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriter, its officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriter, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriter within the meaning of the 1933 Act or 1934 Act as aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) a breach of the Company’s 's representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; or (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, in the Preliminary Official Statement, or in any amendment or supplement to either, as such fact is required to be stated therein or necessary to make the statements therein that pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; or (iv) or arising by virtue of the failure to register the 2005 Bonds under the 1933 Act or the failure to qualify the Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, department or entity questioning, among other things, the tax-exempt status of the 2005 Bonds.; (c) Undertakeundertake, pursuant to the Continuing Disclosure Agreement dated as of December May 1, 2007 2005 to be entered into between the Company and the Trustee (the “"Continuing Disclosure Agreement”"), to provide annual reports and notices of certain material events in accordance with Rule 15c2-12 under the 1934 Act, as amended (“"Rule 15c2-12”").. A description of this undertaking and the Continuing Disclosure Agreement is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement; and (d) Not not amend or supplement the Official Statement without prior notice to, and the consent of, the Underwriter, and will advise the Underwriter and the Authority promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with the offer and the sale of the 2005 Bonds. (e) Take all actions reasonably necessary to maintain in effect and to comply with the order of the Commonwealth Public Utility Commission dated November 29, 2007, registering the Securities Certificate for the issuance of the First Mortgage Bonds in support of the Bonds.

Company’s Covenants. The Company agrees that it will: (a) Refrain refrain from knowingly taking any actions (and from permitting any action with regard to which the Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds.Bonds referred to under the caption "TAX MATTERS" in the Official Statement; (b) Indemnify indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriter, its officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriter, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriter within the meaning of the 1933 Act or 1934 Act as aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) a breach of the Company’s 's representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; , or (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, Statement in the Preliminary Official Statement, or in any amendment or supplement to either, as such fact is required to be stated therein or necessary to make the statements therein that which pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; , or (iv) or arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, department or entity questioning, among other things, the tax-exempt status of the Bonds.; (c) Undertakeundertake, pursuant to the Continuing Disclosure Agreement dated as of December 1October 15, 2007 2001 to be entered into between the Company and the Trustee (the “"Continuing Disclosure Agreement”"), to provide annual reports and notices of certain material events in accordance with Rule 15c2-12 under the 1934 Act, as amended (“"Rule 15c2-12”").. A description of this undertaking and the Continuing Disclosure Agreement is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement; (d) Not not amend or supplement the Official Statement without prior notice to, and the consent of, the Underwriter, and will advise the Underwriter and the Authority promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds.; and (e) Take all actions reasonably necessary to maintain in effect and to comply Concurrently with the order Authority's and the Company's acceptance hereof, and as a condition to the obligation of the Commonwealth Public Utility Commission Underwriter hereunder, (a) the Company will deliver or cause to be delivered to the Underwriter a letter or letters from PricewaterhouseCoopers, LLP, dated November 29a date not more than seven days prior to the date of this Bond Purchase Contract, 2007, registering containing the Securities Certificate for the issuance results of the First Mortgage Bonds in support performance of certain agreed upon procedures and consenting to the use of the BondsCompany's audited financial statements prepared by PricewaterhouseCoopers, LLP, in the Preliminary Official Statement and the Official Statement.

Company’s Covenants. The Company agrees that it will: (a) Refrain from knowingly taking any actions (and from permitting any action with regard to which the Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds. (b) Indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriter, its officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriter, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriter within the meaning of the 1933 Act or 1934 Act as aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) a breach of the Company’s representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, the Preliminary Official Statement, or any amendment or supplement to either, as such fact is required to be stated therein or necessary to make the statements therein that pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; (iv) or arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, department or entity questioning, among other things, the tax-exempt status of the Bonds. (c) Undertake, pursuant to the Continuing Disclosure Agreement dated as of December 1, 2007 2008 to be entered into between the Company and the Trustee (the “Continuing Disclosure Agreement”), to provide annual reports and notices of certain material events in accordance with Rule 15c2-12 under the 1934 Act, as amended (“Rule 15c2-12”). (d) Not amend or supplement the Official Statement without prior notice to, and the consent of, the Underwriter, and will advise the Underwriter and the Authority promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds. (e) Take all actions reasonably necessary to maintain in effect and to comply with the order of the Commonwealth Public Utility Commission dated November 29October 23, 20072008, registering the Securities Certificate for the issuance of the First Mortgage Bonds in support of the Bonds.

Company’s Covenants. The Company agrees that it will: (a) Refrain refrain from knowingly taking any actions (and from permitting any action with regard to which the Company may exercise control) that would result in the loss of the exclusion from gross income for federal tax purposes of interest on the Bonds.; (b) Indemnify indemnify and hold harmless the Authority, its members, directors, officers, agents, attorneys, and employees and the Underwriter, its officers, directors, officials, agents, attorneys, employees, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), from and against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriter, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriter within the meaning of the 1933 Act or 1934 Act as aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon: (i) a breach of the Company’s 's representations included in this Agreement; (ii) any untrue statement or alleged untrue statement of any material fact pertaining to the Project or the Company set forth in the Official Statement, the Preliminary Official Statement or any amendment to either; (iii) or the willful or negligent omission of (or the alleged omission to state) a material fact in the Official Statement, in the Preliminary Official Statement, or in any amendment or supplement to either, as such fact is required to be stated therein or necessary to make the statements therein that pertain to the Company or the Project not misleading in the light of the circumstances under which they were made; or (iv) or arising by virtue of the failure to register the Bonds under the 1933 Act or the failure to qualify the Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, department or entity questioning, among other things, the tax-exempt status of the Bonds.; (c) Undertakeundertake, pursuant to the Continuing Disclosure Agreement dated as of December 115, 2007 2005 to be entered into between the Company and the Trustee (the “"Continuing Disclosure Agreement”"), to provide annual reports and notices of certain material events in accordance with Rule 15c2-12 under the 1934 Act, as amended (“"Rule 15c2-12”").. A description of this undertaking and the Continuing Disclosure Agreement is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement; and (d) Not not amend or supplement the Official Statement without prior notice to, and the consent of, the Underwriter, and will advise the Underwriter and the Authority promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with the offer and the sale of the Bonds. (e) Take all actions reasonably necessary to maintain in effect and to comply with the order of the Commonwealth Public Utility Commission dated November 29, 2007, registering the Securities Certificate for the issuance of the First Mortgage Bonds in support of the Bonds.

Company’s Covenants. The 1. To the extent that interest on the Bonds is or may become excludable from gross income for federal income tax purposes, the Company agrees that it will: (a) Refrain will refrain from knowingly taking any actions (and action, or from permitting any action with regard to which the Company may exercise control) control to be taken, that would result results in the loss of the exclusion from gross income for federal tax purposes of the interest on the BondsBonds for federal income tax purposes. (b1) Indemnify The Company hereby agrees to indemnify and hold harmless the AuthorityIssuer, its members, directors, officers, attorneys and agents, attorneys, and employees and the Underwriter, its officers, directors, officials, agents, attorneys, employees, Original Purchaser and each person, if any, who is an officer or employee of the Original Purchaser or who controls the Underwriter Original Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “"1934 Act”), from ") (the "Indemnified Parties") against any and against all losses, claims, damages, liabilities and expenses, joint or several, to which the Authority and the Underwriter, or either of them, or any of their respective members, directors, officers, agents, attorneys, and employees and each person, if any, who controls the Underwriter within the meaning of the 1933 Act or 1934 Act as aforedescribed may become subject, under federal laws or regulations, or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) that arise out of or are based upon: (i) a breach of the Company’s representations included in this Agreement; (ii) upon any untrue statement or alleged untrue statement of any material fact pertaining to concerning the Project Company, its facilities and the application of the proceeds of the Bonds, or arise out of or are based upon the Company set forth in the Official Statement, the Preliminary Official Statement omission or any amendment to either; (iii) the willful or negligent omission of (or the alleged omission to state) a material fact in therefrom of any statement or information concerning the Official StatementCompany, its facilities and the Preliminary Official Statement, or any amendment or supplement to either, as such fact is required to be stated therein or application of the proceeds of the Bonds necessary to make the statements therein that pertain to the Company or the Project not misleading statements, in the light of the circumstances under which they were made; (iv) or arising by virtue , not misleading in any material respect in and, to the extent of the failure aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or alleged untrue statement or omission or alleged omission if such settlement is effected with the written consent of the Company, and further agrees to register reimburse any legal or other expenses reasonably incurred by any such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action; (2) The Company further agrees to indemnify and hold harmless the Bonds under Issuer, its members, officers, attorneys and agents and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the 1933 Act or the failure to qualify the Indenture under the 1939 Act; or (v) arising by virtue of any audit or investigation conducted by a state or federal agency, department or entity questioning, among other things, the tax-exempt status Section 20 of the Bonds. 1934 Act (c) Undertake, pursuant also referred to herein as the Continuing Disclosure Agreement dated as of December 1, 2007 to be entered into between the Company and the Trustee (the “Continuing Disclosure Agreement”"Indemnified Parties"), against any and all losses, claims, damages, liabilities or expenses whatsoever caused by or in any way related to provide annual reports and notices of certain material events in accordance with Rule 15c2-12 under the 1934 Act, as amended (“Rule 15c2-12”). (dA) Not amend or supplement the Official Statement without prior notice to, and the consent of, the Underwriter, and will advise the Underwriter and the Authority promptly of the institution of any proceedings by any governmental agency or otherwise affecting the use of the Official Statement in connection with proceeds of the offer Bonds, and (B) the execution and performance of this Bond Purchase Agreement, the issuance and sale of the Bonds., actions taken under the Indenture, the Loan Agreement, the Note, the Mortgage, the Security Agreement, the Assignment of Rents, the Tax Certificate or any other cause whatsoever pertaining to the use of the Bond proceeds and approval thereof under the Act; (e3) Take The Company, will assume the defense of any action against any Indemnified Party based upon allegations of any such loss, claim, damage, liability or action, including the retention of counsel satisfactory to the Indemnified Party and the payment of reasonable counsel fees and all actions reasonably necessary other expenses relating to maintain such defense; provided, however, that any Indemnified Party may retain separate counsel in effect any such action and may participate in the defense thereof at the expense of such Indemnified Party unless the retention of separate counsel has been specifically authorized by the Company; provided further, that if any Indemnified Party shall have been advised by counsel experienced in such matters that there may be legal defenses available to comply with such Indemnified Party which are different from or in addition to those available to the order Company, then the Company shall not have the right to assume the defense of such action on behalf of such Indemnified Party, and in such event the reasonable fees and expenses of the Commonwealth Public Utility Commission dated November 29Indemnified Party in defending such action shall be borne by the Company; provided, 2007further, registering that the Securities Certificate Company will not be liable in any such case to the extent that any such loss, claim, damage, liability and expense arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished by any Indemnified Party specifically for use therein. The indemnity contained herein will be in addition to any liability which the issuance Company may otherwise have and shall survive any termination of this Bond Purchase Agreement, the offering and sale of the First Mortgage Bonds in support and the payment or provision for payment of the Bonds; (4) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party will, if a claim for indemnity in respect thereof is to be made against the Company, notify the Company of the commencement thereof, and thereupon the Company, (A) will assume the defense thereof if and as required hereunder or (B) if not required to assume such defense, will be entitled to participate in, and to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, except as otherwise provided in the preceding paragraph.