Common use of Lien of Indenture Clause in Contracts

Lien of Indenture. The Indenture (excluding the Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, a direct and valid first lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien thereof, subject only to the exceptions referred to in the Indenture, and will create a similar lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liens, charges and encumbrances; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding the Supplemental Indenture) has been duly recorded as a deed to secure debt, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be paid.

Lien of Indenture. The Indenture (excluding the Supplemental IndentureOfficer’s Certificate) constitutes, and when and, at the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recordedClosing Time, the Indenture will constitute, a direct valid mortgage lien on and valid first lien upon all of security interest in the properties and assets of the Company property which is specifically or generally described or referred to in the Indenture therein as being subject to the lien Lien thereof, subject only to no Lien prior to the exceptions referred Lien thereof except Permitted Liens; the Indenture (excluding the Officer’s Certificate) by its terms effectively subjects, and, at and after the Closing Time, the Indenture will effectively subject, to the Lien thereof all property located in the Indenture, and will create a similar lien upon all properties and assets State of Nevada (except property of the kinds specifically excepted from the Lien thereof) acquired by the Company after the date hereof which are required of the execution and delivery thereof, subject to be subjected no Lien prior to the lien Lien thereof except (i) Permitted Liens, (ii) any Lien on such property existing at the time of such acquisition, (iii) any Lien for unpaid portions of the Indenturepurchase price of such property placed thereon at the time of such acquisition, when acquired by the Company, subject only to the exceptions referred to (iv) as otherwise provided in Article XIII of the Indenture and free from all other prior liens, charges (v) possible claims of a trustee in bankruptcy and encumbrances; the descriptions of all such properties possible claims and assets contained in the granting clauses taxes of the Indenture are correct and adequate for the purposes of the Indenturefederal government; and the Indenture (excluding the Supplemental Indenture) has been duly recorded or filed for recordation as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been duly made made, in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be have been paid.

Lien of Indenture. The Indenture (excluding the Supplemental IndentureOfficer’s Certificate) constitutes, and when and, at the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recordedClosing Time, the Indenture will constitute, a direct valid mortgage lien on and valid first lien upon all of security interest in the properties and assets of the Company property which is specifically or generally described or referred to in the Indenture therein as being subject to the lien Lien thereof, subject only to no Lien prior to the exceptions referred Lien thereof except other Permitted Liens; the Indenture (excluding the Officer’s Certificate) by its terms effectively subjects, and, at and after the Closing Time, the Indenture by its terms will effectively subject, to the Lien thereof all property located in the Indenture, and will create a similar lien upon all properties and assets State of Nevada (except property of the kinds specifically excepted from the Lien thereof) acquired by the Company after the date hereof which are required of the execution and delivery thereof, subject to be subjected no Lien prior to the lien Lien thereof except (i) other Permitted Liens, (ii) any Lien on such property existing at the time of such acquisition, (iii) and any Lien for unpaid portions of the Indenturepurchase price of such property placed thereon at the time of such acquisition, when acquired (iv) with respect to real property, any Lien placed thereon following the acquisition thereof by the Company, subject only Company and prior to the exceptions referred to recording and filing of a supplemental indenture or other instrument specifically describing such real property, (v) as otherwise provided in Article XIII of the Indenture and free from all other prior liens, charges (vi) possible claims of a trustee in bankruptcy and encumbrances; the descriptions of all such properties possible claims and assets contained in the granting clauses taxes of the Indenture are correct and adequate for federal government; and, at the purposes of the Indenture; and Closing Time, the Indenture (excluding the Supplemental Indenture) has will have been duly recorded or filed for recordation as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture will have been duly made made, in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be have been paid.

Lien of Indenture. The Indenture (excluding the Supplemental IndentureOfficer’s Certificate) constitutes, and when and, at the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recordedClosing Time, the Indenture will constitute, a direct valid mortgage lien on and valid first lien upon all of security interest in the properties and assets of the Company property which is specifically or generally described or referred to in the Indenture therein as being subject to the lien Lien thereof, subject only to no Lien prior to the exceptions referred Lien thereof except other Permitted Liens; the Indenture (excluding the Officer’s Certificate) by its terms effectively subjects, and, at and after the Closing Time, the Indenture by its terms will effectively subject, to the Lien thereof all property located in the Indenture, State of Nevada and will create a similar lien upon all properties and assets the State of California (except property of the kinds specifically excepted from the Lien thereof) acquired by the Company after the date hereof which are required of the execution and delivery thereof, subject to be subjected no Lien prior to the lien Lien thereof except (i) other Permitted Liens, (ii) any Lien on such property existing at the time of such acquisition, (iii) and any Lien for unpaid portions of the Indenturepurchase price of such property placed thereon at the time of such acquisition, when acquired (iv) with respect to real property, any Lien placed thereon following the acquisition thereof by the Company, subject only Company and prior to the exceptions referred to recording and filing of a supplemental indenture or other instrument specifically describing such real property, (v) as otherwise provided in Article XIII of the Indenture and free from all other prior liens, charges (vi) possible claims of a trustee in bankruptcy and encumbrances; the descriptions of all such properties possible claims and assets contained in the granting clauses taxes of the Indenture are correct and adequate for federal government; and, at the purposes of the Indenture; and Closing Time, the Indenture (excluding the Supplemental Indenture) has will have been duly recorded or filed for recordation as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture will have been duly made made, in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be have been paid.

Lien of Indenture. The Indenture (excluding the Supplemental IndentureOfficer’s Certificate) constitutes, and when and, at the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recordedClosing Time, the Indenture will constitute, a direct valid mortgage lien on and valid first lien upon all of security interest in the properties and assets of the Company property which is specifically or generally described or referred to in the Indenture therein as being subject to the lien Lien thereof, subject only to no Lien prior to the exceptions referred Lien thereof except other Permitted Liens; the Indenture (excluding the Officer’s Certificate) by its terms effectively subjects, and, at and after the Closing Time, the Indenture by its terms will effectively subject, to the Lien thereof all property located in the Indenture, and will create a similar lien upon all properties and assets State of Nevada (except property of the kinds specifically excepted from the Lien thereof) acquired by the Company after the date hereof which are required of the execution and delivery thereof, subject to be subjected no Lien prior to the lien Lien thereof except (i) Permitted Liens, (ii) any Lien on such property existing at the time of such acquisition, (iii) any Lien for unpaid portions of the Indenturepurchase price of such property placed thereon at the time of such acquisition, when acquired (iv) with respect to real property, any Lien placed thereon following the acquisition thereof by the Company, subject only Company and prior to the exceptions referred to recording and filing of a supplemental indenture or other instrument specifically describing such real property, (v) as otherwise provided in Article XIII of the Indenture and free from all other prior liens, charges (vi) possible claims of a trustee in bankruptcy and encumbrances; the descriptions of all such properties possible claims and assets contained in the granting clauses taxes of the Indenture are correct and adequate for federal government; and, at the purposes of the Indenture; and Closing Time, the Indenture (excluding the Supplemental Indenture) has will have been duly recorded or filed for recordation as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture will have been duly made made, in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be have been paid.

Lien of Indenture. The Indenture (excluding including the Supplemental IndentureFifty-Third Supplement) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to in the IndenturePermitted Liens, and will create a similar lien Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liensPermitted Liens, charges and encumbrancessubject, further, as to the real property, to the recordation of a supplement to the Indenture describing such after-acquired property and, as to personal property, the filing of a financing statement if necessary with respect to the after-acquired collateral; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Original Indenture (excluding the Supplemental Indenture) has been duly recorded recorded, and, the Fifty-Third Supplement will be duly submitted for recording in accordance with Section 9.9, as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the IndentureIndenture (including the Fifty-Third Supplement in accordance with Section 9.9), the filing of any financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities Bonds have been paid. The Original Indenture has been recorded, and the Fifty-Third Supplement will be paidduly submitted for recording in accordance with Section 9.9, in the real estate recording office in each county listed on Schedule 4.11, which counties collectively include all counties where the Company owns property subject to the Lien of the Indenture.

Lien of Indenture. The Indenture (excluding a) Upon execution, delivery and recordation of the Supplemental New Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the New Indenture will constitute, constitute a direct and valid first lien priority Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to or permitted in the Indenture, and will create a similar lien first priority Lien upon all properties and assets acquired by the Company after the date hereof of the New Indenture which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to or permitted in the Indenture and free from all other subject, further, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property (provided no intervening Liens shall have been filed or recorded against such property prior liens, charges and encumbrances; to the filing or recording of such supplement). The descriptions of all such properties and assets contained in the granting clauses of of, and exhibits to, the Indenture are correct and adequate for the purposes of the Indenture; . (b) Contemporaneously with, or prior to, the Closing, (i) the New Indenture will be duly executed and the Indenture (excluding the Supplemental Indenture) has been delivered and will be duly filed or recorded as a deed to secure debtan indenture of mortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been will be duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , (ii) the First Supplemental Indenture will be duly executed and delivered and will be duly filed or recorded in each place in which the New Indenture has been filed or recorded and in all other places required to protect, preserve and perfect the Lien of the Indenture, and (iii) all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing execution and delivery of the New Indenture and the First Supplemental Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities 2011 Series A Bonds thereunder will be paidpaid by the Company. (c) At all times prior to and after the recording of the First Supplemental Indenture as provided in Section 5.18(b), the 2011 Series A Bonds, when executed by the Company, authenticated and delivered by the Trustee and issued by the Company to the Purchasers will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms and the terms of the Indenture and entitled to the benefits of and secured by the Lien of the Indenture equally and ratably with all other Outstanding Secured Obligations. (d) As of the date hereof, the Company has no “Excludable Property” as defined in the Indenture.

Lien of Indenture. (a) The Indenture (excluding the Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien priority Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to or permitted in the Indenture, and will create creates a similar lien first priority Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to or permitted in the Indenture and free from all other subject, further, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property (provided no intervening Liens shall have been filed or recorded against such property prior liens, charges and encumbrances; to the filing or recording of such supplement). The descriptions of all such properties and assets contained in the granting clauses of of, and exhibits to, the Indenture are correct and adequate for the purposes of the Indenture; . (b) Contemporaneously with, or prior to, the Closing, (i) the Third Supplemental Indenture will be duly executed and the Indenture (excluding the Supplemental Indenture) has been delivered and will be duly filed or recorded as a deed to secure debtsupplemental indenture of mortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been will be duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and (ii) all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing execution and delivery of the Third Supplemental Indenture, the filing of financing statements related thereto thereto, if any, and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities 2012 Series A Bonds thereunder will be paidpaid by the Company. (c) At all times prior to and after the recording of the Third Supplemental Indenture as provided in Section 5.18(b), the 2012 Series A Bonds, when executed by the Company, authenticated and delivered by the Trustee and issued by the Company to the Purchasers will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms and the terms of the Indenture and entitled to the benefits of and secured by the Lien of the Indenture equally and ratably with all other Outstanding Secured Obligations. (d) As of the date hereof, the Company has no “Excludable Property” as defined in the Indenture, other than the property listed in Schedule 5.18(d).

Lien of Indenture. The Indenture (excluding the First Supplemental IndentureOfficer’s Certificate) constitutes, and when and, at the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recordedClosing Time, the Indenture will constitute, a direct valid mortgage lien on and valid first lien upon all of security interest in the properties and assets of the Company property which is specifically or generally described or referred to in the Indenture therein as being subject to the lien Lien thereof, subject only to no Lien prior to the exceptions referred Lien thereof except other Permitted Liens; the Indenture (excluding the First Supplemental Officer’s Certificate) by its terms effectively subjects, and, at and after the Closing Time, the Indenture will effectively subject, to the Lien thereof all property located in the Indenture, State of Nevada and will create a similar lien upon all properties and assets the State of California (except property of the kinds specifically excepted from the Lien thereof) acquired by the Company after the date hereof which are required of the execution and delivery thereof, subject to be subjected no Lien prior to the lien Lien thereof except (i) other Permitted Liens, (ii) any Lien on such property existing at the time of such acquisition, (iii) and any Lien for unpaid portions of the Indenturepurchase price of such property placed thereon at the time of such acquisition, when acquired by the Company, subject only to the exceptions referred to (iv) as otherwise provided in Article XIII of the Indenture and free from all other prior liens, charges (v) possible claims of a trustee in bankruptcy and encumbrances; the descriptions of all such properties possible claims and assets contained in the granting clauses taxes of the Indenture are correct and adequate for the purposes of the Indenturefederal government; and the Indenture (excluding the Supplemental Indenture) has been duly recorded or filed for recordation as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been duly made made, in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be have been paid.

Lien of Indenture. The Indenture (excluding including the Sixteenth Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to in the IndentureIndenture and Permitted Encumbrances, and will create a similar lien Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liensPermitted Encumbrances, charges and encumbrancessubject, further, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property and, as to personal property, the filing of a financing statement if necessary with respect to the after-acquired collateral; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding including the Sixteenth Supplemental Unitil Energy Systems, Inc. Bond Purchase Agreement Indenture) has been duly recorded as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture (including the Sixteenth Supplemental Indenture), the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be Bonds have been paid.

Lien of Indenture. The Indenture (excluding the Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien thereof, subject only to the exceptions referred to in the IndentureIndenture and Permitted Liens and Encumbrances, and will create a similar lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liensPermitted Liens and Encumbrances, charges and encumbrancessubject, further, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding the Supplement and all other supplements after Supplemental IndentureMaster Mortgage Indenture No. 32) has been duly recorded as a mortgage and deed to secure debtof trust of real estate, and any required filings (other than with respect to filing the Supplement and all other supplements after Supplemental IndentureMaster Mortgage Indenture No. 32) with respect to personal property and fixtures subject to the lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents and the issuance of the Series 2014B Notes (other than with respect to filing the Supplement and all other supplements after Supplemental IndentureMaster Mortgage Indenture No. 32) have been paid; the Supplemental Indenture Supplement (or notice thereof) will be duly recorded or filed promptly after in accordance with Section 8.14 within 45 days of the date of Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplement and all other supplements after Supplemental IndentureMaster Mortgage Indenture No. 32) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities Supplement will be paid.

Lien of Indenture. The Indenture (excluding the Supplemental Indenture) constitutes, and when at the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recordedClosing Date, the Indenture will constitute, a direct mortgage lien on and valid first lien upon all of security interest in the properties and assets of the Company specifically or generally described or referred to in the Indenture therein as being subject to the lien thereof (except such properties as may have been sold, exchanged or otherwise disposed of or released from the lien thereof in accordance with the terms thereof), subject only to the exceptions referred to in the Indenture, and will create a similar lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected no liens prior to the lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liens, charges and encumbrancesthan Permitted Liens; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding the Supplemental Indenture) has by its terms effectively subjects, and, at and after the Closing Date, the Indenture by its terms will effectively subject, to the lien thereof all property (except property of the kinds specifically excepted from the lien of the Indenture) acquired by the Company after the date of execution and delivery of the Indenture and used or to be used in or in connection with the Electric Utility Business, subject to Permitted Liens, any lien thereon existing at the time of such acquisition and to any liens for unpaid portions of the purchase money placed thereon at the time of such acquisition, and also subject to the provisions of Article Thirteen of the Indenture and to certain possible claims of a trustee in bankruptcy and possible claims and taxes of the federal government; and, at the Closing Date, the Indenture will have been duly recorded or filed for recordation as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien of the Indenture will have been duly made made, in each place in which such recording or filing is required to protect, preserve and perfect the lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture Indenture, the filing of financing statements and similar documents and the issuance of the Securities will be have been paid.

Lien of Indenture. The Indenture (excluding the Supplemental IndentureSupplement) constitutes, and when the Supplemental Indenture Supplement is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, a direct and valid first lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien thereof, subject only to the exceptions referred to in the IndentureIndenture and Permitted Liens and Encumbrances, and will create a similar lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liensPermitted Liens and Encumbrances, charges and encumbrancessubject, further, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding the Supplemental IndentureSupplement) has been duly recorded as a mortgage and deed to secure debtof trust of real estate, and any required filings (other than with respect to filing the Supplemental IndentureSupplement) with respect to personal property and fixtures subject to the lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements related thereto and similar documents and the issuance of the Series 2009C Notes (other than with respect to filing the Supplemental IndentureSupplement) have been paid; the Supplemental Indenture Supplement will be duly recorded or filed promptly after in accordance with Section 8.14 within 30 days of the date of Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental IndentureSupplement) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities Supplement will be paid.

Lien of Indenture. (a) The Indenture (excluding the Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien priority Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to or permitted in the Indenture, and will create creates a similar lien first priority Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to or permitted in the Indenture and free from all other subject, further, as to real property, to the recordation of a supplement to the Indenture describing such after‑acquired property (provided no intervening Liens shall have been filed or recorded against such property prior liens, charges and encumbrances; to the filing or recording of such supplement). The descriptions of all such properties and assets contained in the granting CHUGACH ELECTRIC ASSOCIATION, INC. Bond Purchase Agreement clauses of of, and exhibits to, the Indenture are correct and adequate for the purposes of the Indenture; . (b) Contemporaneously with, or prior to, the Closing, (i) the Sixth Supplemental Indenture will be duly executed and the Indenture (excluding the Supplemental Indenture) has been delivered and will be duly filed or recorded as a deed to secure debtsupplemental indenture of mortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been will be duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and (ii) all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing execution and delivery of the Sixth Supplemental Indenture, the filing of financing statements related thereto thereto, if any, and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities 2017 Series A Bonds thereunder will be paidpaid by the Company. (c) At all times prior to and after the recording of the Sixth Supplemental Indenture as provided in Section 5.18(b), the 2017 Series A Bonds, when executed by the Company, authenticated and delivered by the Trustee and issued by the Company to the Purchasers will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms and the terms of the Indenture and entitled to the benefits of and secured by the Lien of the Indenture equally and ratably with all other Outstanding Secured Obligations. (d) As of the date hereof, the Company has no “Excludable Property” as defined in the Indenture, other than the property listed in Schedule 5.18(d).

Lien of Indenture. The Indenture (excluding including the Fifteenth Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to in the IndentureIndenture and Permitted Encumbrances, and will create a similar lien Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liensPermitted Encumbrances, charges and encumbrancessubject, further, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property and, as to personal property, the filing of a financing statement if necessary with respect to the after-acquired collateral; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Indenture (excluding including the Fifteenth Supplemental Unitil Energy Systems, Inc. Bond Purchase Agreement Indenture) has been duly recorded as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Indenture (including the Fifteenth Supplemental Indenture), the filing of financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities will be Bonds have been paid.

Lien of Indenture. The Indenture (excluding including the Supplemental IndentureSecond Supplement) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to in the IndenturePermitted Liens, and will create a similar lien Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to in the Indenture and free from all other prior liensPermitted Liens, charges and encumbrancessubject, further, as to the real property, to the recordation of a supplement to the Indenture describing such after-acquired property and, as to personal property, the filing of a financing statement if necessary with respect to the after-acquired collateral; the descriptions of all such properties and assets contained in the granting clauses of the Indenture are correct and adequate for the purposes of the Indenture; and the Original Indenture (excluding the Supplemental Indenture) has been duly recorded recorded, and the Second Supplement, within three (3) Business Days following the First Closing, will be duly submitted for recording, as a deed to secure debtmortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the IndentureIndenture (including the Second Supplement), the filing of any financing statements related thereto and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities Bonds have been or, with respect to the Second Supplement, will be, paid. The Original Indenture has been recorded, and the Second Supplement, within three (3) Business Days following the First Closing, will be paidduly submitted for recording in the real estate recording office in each county listed on Schedule 4.11, which counties collectively include all counties where the Company owns property subject to the Lien of the Indenture.

Lien of Indenture. (a) The Indenture (excluding the Supplemental Indenture) constitutes, and when the Supplemental Indenture is executed and delivered by the Company and the Trustee and filed and recorded, the Indenture will constitute, constitutes a direct and valid first lien priority Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the lien Lien thereof, subject only to the exceptions referred to or permitted in the Indenture, and will create creates a similar lien first priority Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the lien Lien of the Indenture, when acquired by the Company, subject only to the exceptions referred to or permitted in the Indenture and free from all other subject, further, as to real property, to the recordation of a Chugach Electric Association, Xxx.Xxxx Purchase Agreement supplement to the Indenture describing such after‑acquired property (provided no intervening Liens shall have been filed or recorded against such property prior liens, charges and encumbrances; to the filing or recording of such supplement). The descriptions of all such properties and assets contained in the granting clauses of of, and exhibits to, the Indenture are correct and adequate for the purposes of the Indenture; . (b) Contemporaneously with, or prior to, the Closing, (i) the Seventh Supplemental Indenture will be duly executed and the Indenture (excluding the Supplemental Indenture) has been delivered and will be duly filed or recorded as a deed to secure debtsupplemental indenture of mortgage of real estate, and any required filings (other than with respect to filing the Supplemental Indenture) with respect to personal property and fixtures subject to the lien Lien of the Indenture have been will be duly made in each place in which such recording or filing is required to protect, preserve and perfect the lien Lien of the Indenture; , and (ii) all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing execution and delivery of the Seventh Supplemental Indenture, the filing of financing statements related thereto thereto, if any, and similar documents (other than with respect to filing the Supplemental Indenture) have been paid; the Supplemental Indenture will be duly recorded or filed promptly after the Closing Date in the real and personal property records in each place in which the Indenture (excluding the Supplemental Indenture) has been recorded or filed and in all other places required to protect, preserve and perfect the lien of the Indenture, and all taxes and recording and filing fees required to be paid with respect to the execution, recording or filing of the Supplemental Indenture and the issuance of the Securities 2019 Series A Bonds thereunder will be paidpaid by the Company. (c) At all times prior to and after the recording of the Seventh Supplemental Indenture as provided in Section 5.18(b), the 2019 Series A Bonds, when executed by the Company, authenticated and delivered by the Trustee and issued by the Company to the Purchasers will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms and the terms of the Indenture and entitled to the benefits of and secured by the Lien of the Indenture equally and ratably with all other Outstanding Secured Obligations. (d) As of the date hereof, the Company has no “Excludable Property” as defined in the Indenture, other than the property listed in Schedule 5.18(d).