Common use of Loan Payments Clause in Contracts

Loan Payments. (a) In consideration of the issuance, sale and delivery of the Bonds by the Authority, the Company hereby agrees to pay to the Trustee for the account of the Authority Loan Payments in such amounts and manner so as to enable the Trustee to make payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.

Loan Payments. (a) In consideration of the issuance, sale and delivery of the Bonds by the AuthorityIssuer, the Company hereby agrees to pay to the Trustee for the account of the Authority Issuer Loan Payments in such amounts and manner so as to enable the Trustee to make payment of the principal of, and premium, if any, on and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment Payments hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority Issuer thereunder in respect of the principal of or premium, if any, premium or interest on the BondsBonds and shall be reduced to the extent that other moneys on deposit with the Trustee are available for such purpose and a credit in respect thereof has been granted pursuant to the Indenture. Pursuant to the Indenture, the Authority Issuer directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, redemption price of and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) . The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority Issuer under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B C hereto, which shall be delivered concurrently with the delivery by the Authority Issuer of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.

Loan Payments. (a) In consideration of the issuance, sale and delivery of the Bonds by the Authority, the Company hereby agrees to pay to the Trustee for the account of the Authority Loan Payments in such amounts and manner so as to enable the Trustee to make payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B C hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, if a Credit Facility is then in effect and while any such Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.

Loan Payments. (a) In consideration of the issuance, sale and delivery of the Bonds by the Authority, the Company hereby agrees to pay to the Trustee for the account of the Authority Loan Payments in such amounts and manner so as to enable the Trustee to make payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B C hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.

Loan Payments. (a) In consideration of To repay the issuance, sale and delivery of the Bonds by the Authorityloan, the Company hereby covenants and agrees to pay make the Loan Payments, as hereinafter provided in subsections (b), (c), (f) and (h) of this Section, to the Trustee Trustee, or the Paying Agent for the account of the Authority Trustee, on behalf of the Issuer in accordance with this Agreement. (b) The Company shall make Loan Payments Payments, subject to the limitations of subsection (e) below of this Agreement, in such amounts and manner so as immediately available funds directly to enable the Trustee to make or the Paying Agent for deposit in the Bond Fund on or before each day on which any payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to Bonds shall become due (whether at maturity or upon redemption or acceleration or otherwise) in an amount which, together with other money held by the IndentureTrustee under the Indenture and available therefor, the Authority directs will enable the Trustee to apply make such Loan Payments payment in the manner provided full when due in accordance with the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding In the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by event the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company should fail to make any such of the Loan Payments required in this Section, the Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) so in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated default shall continue as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to make any payment of pay the principal ofsame with interest thereon at the rate then borne by the Bonds, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent permitted by law and subject to the provisions of subsection (e) below, from the corresponding date when such payment was due as provided in the Indenture. (id) made by If, subsequent to or on a date on which the Company is obligated to pay the Trustee pursuant Loan Payments (subject to Section 3.2 provisions of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 Article VIII of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount losses (net of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (igains) the Senior Secured Bonds shall be issued and delivered toincurred in respect of any investments, registered or any other event has occurred causing the money in the name of and owned and Bond Fund, together with any other money then held by the Trustee and available for the benefit purpose of the holders from time Bond Fund, to be less than the amount sufficient at the time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sellsuch occurrence or other event to pay, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee in accordance with the provisions of the Indenture, all amounts due and payable or to become due and payable, the Trustee shall notify the Company of such fact and thereafter the Company, as and when required for purposes of such Bond Fund, shall pay in immediately available funds to the Trustee for deposit in the Bond Fund the amount of any such reduction below such sufficient amount. (e) Notwithstanding any provision of the Bond Documents to the contrary, in no event (including without limitation the acceleration of maturity of the Bonds or the redemption of the Bonds pursuant to the Bond Documents) shall the amount of interest contracted for, charged, received, reserved or taken in connection with the loan made hereunder (together with any other costs or considerations that constitute interest under applicable law which are contracted for, charged, received, reserved or taken pursuant to the Bond Documents) (collectively, "Interest") exceed the amount of interest which could have been contracted for, charged, reserved, received or taken at the Maximum Interest Rate. This provision shall be held to operate to deny the Owners the right, in any event, to collect usury. (f) The Company further agrees that in the event payment of the principal of and the interest on the Bonds is accelerated upon the occurrence of an Event of Default under the Indenture, all amounts payable under Section 4.4(b) for the remainder of the term hereof (other than interest not yet due) shall be immediately due and payable. (g) Any amount held in the Bond Fund on any payment date specified in subsection (b) above shall be credited against the Loan Payments required to be made by the Company on such date. (h) The Company shall be obligated to prepay in whole or in part the amounts payable hereunder upon a Determination of Taxability (as defined below) giving rise to a mandatory redemption of the Bonds pursuant to Section 4.03 of the Indenture, by paying an amount equal to, when added to other funds on deposit in the Bond Fund, the aggregate principal amount of the Bonds to be redeemed pursuant to the Indenture plus accrued interest to the redemption date. (i) The Company shall cause a mandatory redemption to occur within 180 days after a Determination of Taxability (as defined below) shall have occurred. A "Determination of Taxability" shall be deemed to have occurred if, as a result of the failure of the Company to observe any covenant, agreement or representation in this Agreement, an opinion of Bond Counsel obtained by the Company, or a final decree or judgment of any federal court or a final action of the Internal Revenue Service determines that interest paid or payable on any Bond is or will be includible in the gross income of an Owner of the Bonds for federal income tax purposes under the Code (other than an Owner who is a "substantial user" or "related person" within the meaning of Section 3.2 and Section 12.17(b103(b)(13) of the Indenture; and (iii) 1954 Code). However, no such decree or action will be considered final for this purpose unless the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transferhas been given written notice of the same, including either directly or in the placing name of any appropriate legend on each Senior Secured Bond Owner of a Bond, and, if it so desires and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.is legally allowed,

Loan Payments. (a) In consideration of To repay the issuance, sale and delivery of the Bonds by the Authorityloan, the Company hereby covenants and agrees to pay make the Loan Payments, as hereinafter provided in subsections (b), (c), (f) and (h) of this Section 4.4, to the Trustee Trustee, or the Paying Agent for the account of the Authority Trustee, on behalf of the Issuer in accordance with this Agreement. (b) The Company shall make Loan Payments Payments, subject to the limitations of subsection (e) below of this Section 4.4, in such amounts and manner so as immediately available funds directly to enable the Trustee to make or the Paying Agent for deposit in the Bond Fund on or before each day on which any payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to Bonds shall become due (whether at maturity or upon redemption or acceleration or otherwise) in an amount which, together with other money held by the IndentureTrustee under the Indenture and available therefor, the Authority directs will enable the Trustee to apply make such payment in full when due in accordance with the Indenture. (c) In the event the Company should fail to make any of the Loan Payments required in this Section, the manner Loan Payment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest thereon at the rate then borne by the Bonds, to the extent permitted by law and subject to the provisions of subsection (e) below, from the date when such payment was due as provided in the Indenture. Whenever payment . (d) If, subsequent to or provision for payment has been made on a date on which the Company is obligated to pay the Loan Payments (subject to provisions of Article VIII of the Indenture), losses (net of gains) shall be incurred in respect of any investments, or any other event has occurred causing the money in the Bond Fund, together with any other money then held by the Trustee and available for the purpose of the Bond Fund, to be less than the amount sufficient at the time of such occurrence or other event to pay, in accordance with the provisions of the Indenture, all amounts due and payable or to become due and payable, the Trustee shall notify the Company of such fact and thereafter the Company, as and when required for purposes of such Bond Fund, shall pay in immediately available funds to the Trustee for deposit in the Bond Fund the amount of any such reduction below such sufficient amount. (e) Notwithstanding any provision of the Bond Documents to the contrary, in no event (including without limitation the acceleration of maturity of the Bonds or the redemption of the Bonds pursuant to the Bond Documents) shall the amount of interest contracted for, charged, received, reserved or taken in connection with the loan made hereunder (together with any other costs or considerations that constitute interest under applicable law which are contracted for, charged, received, reserved or taken pursuant to the Bond Documents) (collectively, “Interest”) exceed the amount of interest which could have been contracted for, charged, reserved, received or taken at the Maximum Interest Rate. This provision shall be held to operate to deny the Owners the right, in any event, to collect usury. (f) The Company further agrees that in the event payment of the principal ofof and the interest on the Bonds is accelerated upon the occurrence of an Event of Default under the Indenture, all amounts payable under Section 4.4(b) for the remainder of the term hereof (other than interest not yet due) shall be immediately due and payable. (g) Any amount held in the Bond Fund on any payment date specified in subsection (b) above shall be credited against the Loan Payments required to be made by the Company on such date. (h) The Company shall be obligated to prepay in whole or in part the amounts payable hereunder upon a Determination of Taxability (as defined below) giving rise to a mandatory redemption of the Bonds pursuant to Section 4.03 of the Indenture, by paying an amount equal to, when added to other funds on deposit in the Bond Fund, the aggregate principal amount of the Bonds to be redeemed pursuant to the Indenture plus accrued interest to the redemption date. (i) The Company shall cause a mandatory redemption to occur within 180 days after a Determination of Taxability (as defined below) shall have occurred. A “Determination of Taxability” shall be deemed to have occurred if, as a result of the failure of the Company to observe any covenant, agreement or representation in this Agreement, an opinion of Bond Counsel obtained by the Company, or premiuma final decree or judgment of any federal court or a final action of the Internal Revenue Service determines that interest paid or payable on any Bond is or will be includible in the gross income of an Owner of the Bonds for federal income tax purposes under the Code (other than an Owner who is a “substantial user” or “related person” within the meaning of Section 147(a) of the Code). However, no such decree or action will be considered final for this purpose unless the Company has been given written notice of the same, either directly or in the name of any Owner of a Bond, and, if it so desires and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Owner of a Bond, and until conclusion of any appellate review, if sought. If the Trustee receives written notice from the Issuer or any Owner of a Bond stating (a) that the Issuer or the Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such Owner for the reasons described therein or any other proceeding has been instituted against the Issuer or such Owner which may lead to a final decree or action as described herein, and (b) that the Issuer or such Owner will afford the Company the opportunity to contest the same, either directly or in the name of the Issuer or the Owner, until a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the Company, the Issuer, the Provider, if any, and interest the Owner of each Bond then Outstanding. If a final decree or action as described above thereafter occurs and the Trustee has received written notice thereof, the Trustee promptly shall request prepayment from the Company of the amounts payable hereunder and give notice of the redemption of the Bonds at the earliest practical date, but not later than the date specified in this Article, and in the manner provided by Section 4.05 of the Indenture. At the time of any such prepayment of the amounts payable hereunder pursuant to this Section, the prepayment amount shall be applied, together with other available moneys in the Bond Fund, to the redemption of the Bonds on all the date specified in the notice as provided in the Indenture, whether or not such date is an Interest Payment Date, to the Trustee’s fees and expenses under the Indenture accrued to such redemption of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company and to make the Loan Payments directly all sums due to the Trustee, as the assignee of the Authority Issuer under the Indenture, shall be evidenced by the Company’s Note substantially this Agreement. Notwithstanding any provision herein or in the form of Exhibit B hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect Insurance Agreement to the Bondscontrary, the Company’s obligation to make Loan Payments hereunder in respect no payments of the principal of, and premium, if any, and accrued of or interest on the Bonds shall be deemed to have been satisfied due or paid by the Company hereunder to the extent that moneys shall such amounts have been paid by a Credit Facility Issuer or on behalf of the Municipal Bond Insurer pursuant to the Municipal Bond Insurance Policy and applied by the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms Indenture and the Company has provided sufficient funds for reimbursement to the Municipal Bond Insurer under the Insurance Agreement for such payment. Whenever any notice of prepayment of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver amounts payable hereunder pursuant to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008this Article IV has been given, which will contain principal, interest and includes a notice for redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to all amounts payable under the Company Indenture Trustee in accordance with the provisions first paragraph of this Section 3.2 4.4(i) shall become due and Section 12.17(b) payable on the date fixed for redemption of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the CompanyBonds.

Loan Payments. (a) In consideration of the issuance, sale and delivery of the Bonds by the Authority, the Company The Borrower hereby agrees to pay duly and punctually (i) the principal and interest due and payable on the Bonds and (ii) any other amounts due and payable by the Borrower under this Agreement. All loan payments due under this Agreement shall be paid to the Trustee directly by the Borrower as provided in Section 3.03 hereof. Any other amounts required to be paid under this Agreement shall be paid by the Borrower to the party entitled to receive same hereunder and in the manner provided for herein. Loan payments shall be made by the account Borrower with the Borrower's funds. It is the intention of the Authority Loan Payments and the Borrower that, notwithstanding any other provision of this Agreement, the Authority shall receive funds from the Borrower under this Agreement at such times and in such amounts and manner so as to will enable the Trustee Authority to make meet all of its obligations under the Bonds and the Indenture, including any such obligations surviving the payment of the Bonds and the defeasance of the Indenture and including amounts due upon the redemption or acceleration of the maturity of the Bonds. The loan payments required by this Section 3.01(a) shall be reduced after payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in fullmade. (b) The obligation of All loan payments and other sums due and payable to the Company Authority or the Trustee under this Agreement shall be absolutely net to make the Loan Payments directly to Authority or the Trustee, as the assignee applicable, free of any taxes, costs, liabilities or other deductions whatsoever, so that this Agreement shall yield all amounts due hereunder net to the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to or the Trustee for such payment in respect of throughout the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 term hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.

Loan Payments. (a) In consideration of the issuance, sale and delivery of the Bonds by the Authority, the Company hereby agrees to pay to the Trustee for the account of the Authority Loan Payments in such amounts and manner so as to enable the Trustee to make payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B A hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. . (d) To secure its obligations under the Note, concurrently with the issuance by the Issuer Authority of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured its First Mortgage Bonds, Variable Rate Pollution Control Series 20082016A in the aggregate principal amount of $115,500,000 (the “Company Mortgage Bonds”), to evidence and secure its repayment obligations under the Note, and which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Company Mortgage Bonds will be issued pursuant to Supplemental Indenture No. 9 18 dated as of October March 1, 2008 which supplements 2016, supplementing the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Company Mortgage Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to this Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 2.9 of the Indenture), the Issuer Authority shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Company Mortgage Bonds. The Issuer Authority shall not sell, assign or otherwise transfer the Senior Secured Company Mortgage Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer Authority agrees that (i) the Senior Secured Company Mortgage Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Company Mortgage Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Company Mortgage Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Company Mortgage Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.

Loan Payments. (a) In consideration of the issuance, sale and delivery of loan to the Bonds by the AuthorityCompany hereunder, the Company hereby agrees to shall pay to the Trustee for the account of the Authority Loan Payments in Issuer an amount equal to the aggregate principal amount of the Bonds from time to time Outstanding, and the premium, if any, and interest thereon, such amounts to be paid in installments due on the dates, in the amounts and in the manner so as prodded in the Indenture for the Issuer to enable cause amounts to be deposited in the Trustee to make Bond Fund for the payment when due of the principal of, of and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity maturity, upon redemption, upon acceleration or by acceleration, redemption or otherwise in accordance with the terms of the Indentureotherwise; provided, however, that any amount credited under the Indenture against any payment required to be made by the Issuer thereunder shall be credited against the corresponding payment otherwise required to be made by the Company hereunder, and the obligation of the Company to make such payment hereunder shall be deemed to have been reduced by the amount of such credit and, provided, further, that the obligation of the Company to make any Loan Payment payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company Bank to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture Letter of Credit (the "Loan Payments"). The Company agrees to provide for the delivery of the Letter of Credit to the Trustee to secure such obligation. (b) From the date of the original issuance of the Bond to and including the date of final maturity of the Bonds, the Company shall provide for the payment of the principal of the Bonds when due, whether upon redemption or redemption price ofacceleration, or and premium, if any, and interest on, on the Bonds by the delivery of the Letter of Credit to the Trustee simultaneously with the original issuance and delivery of the Bonds, which Letter of Credit shall be in effect until the Letter of Credit Expiration. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the The Issuer shall cause hereby authorizes and directs the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee draw moneys under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee Letter of Credit in accordance with the provisions of this Section 3.2 the Indenture to the extent necessary to pay the principal of and Section 12.17(bpremium, if any, and interest on the Bond as and when due. (c) If the amounts available under the Letter of Credit are insufficient to pay the principal of the Indenture; and Bonds when due (iiiwhether at maturity or upon acceleration or redemption or otherwise) or to pay premium, if any, or interest on the Bonds when due, the Company may take such actions as it shall deem be obligated to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions furnish to the Company Indenture Trustee or any other transfer agent under a sum equal to the Company Indenture. Any action taken by difference between the Trustee in accordance with amount available for such purpose and such amount due on the provisions of Section 12.16 of the Indenture shall be binding upon the CompanyBonds.

Loan Payments. (a) In consideration of the issuance, sale and delivery of the Bonds by the Authority, the Company hereby agrees to pay to the Trustee for the account of the Authority Loan Payments in such amounts and manner so as to enable the Trustee to make payment of the principal of, and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by acceleration, redemption or otherwise in accordance with the terms of the Indenture; provided, however, that the obligation of the Company to make any Loan Payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bonds. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B A hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. . (d) To secure its obligations under the Note, concurrently with the issuance by the Issuer Authority of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured its First Mortgage Bonds, Variable Rate Pollution Control Series 20082016B in the aggregate principal amount of $108,250,000 (the “Company Mortgage Bonds”), to evidence and secure its repayment obligations under the Note, and which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Company Mortgage Bonds will be issued pursuant to Supplemental Indenture No. 9 18 dated as of October March 1, 2008 which supplements 2016, supplementing the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Company Mortgage Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to this Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 2.9 of the Indenture), the Issuer Authority shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Company Mortgage Bonds. The Issuer Authority shall not sell, assign or otherwise transfer the Senior Secured Company Mortgage Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer Authority agrees that (i) the Senior Secured Company Mortgage Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Company Mortgage Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Company Mortgage Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Company Mortgage Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Company.

Loan Payments. (a) In consideration of the issuance, sale and delivery issuance of the Bonds by and the Authoritydisposition of the proceeds thereof as contemplated in Section 4.03 hereof, the Company hereby agrees shall pay, or cause to pay be paid, to the Trustee for the account of the Authority Loan Payments in an amount equal to the aggregate principal amount of the Bonds from time to time Outstanding and, as interest on its obligation to pay such amount, an amount equal to premium, if any, and interest on such Bonds, such amounts to be paid in installments due on the dates, in the amounts and in the manner so as provided in the Indenture for the Authority to enable cause amounts to be deposited in the Trustee to make Bond Fund for the payment of the principal of, of and premium, if any, and accrued interest on the Bonds as the same shall become due and payable whether at stated maturity or by accelerationmaturity, upon redemption or otherwise in accordance with the terms of the Indentureacceleration or otherwise; provided, however, that the obligation of the Company to make any Loan Payment such payment hereunder shall be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Authority of the principal of or premium, if any, or interest on the Bondsthereunder. Pursuant to the Indenture, the Authority directs the Trustee to apply such Loan Payments in the manner provided in the Indenture. Whenever payment or provision for payment has been made in respect of the principal of, or premium, if any, and interest on all of the Bonds, the Loan Payments shall be deemed paid in full. (b) The obligation of the Company to make the Loan Payments directly to the Trustee, as the assignee of the Authority under the Indenture, shall be evidenced by the Company’s Note substantially in the form of Exhibit B hereto, which shall be delivered concurrently with the delivery by the Authority of the Bonds. (c) Notwithstanding the foregoing, while any Credit Facility is in effect with respect to the Bonds, the Company’s obligation to make Loan Payments hereunder in respect of the principal of, and premium, if any, and accrued interest on the Bonds shall be deemed to have been satisfied to the extent that moneys shall have been paid by a Credit Facility Issuer to the Trustee for such payment in respect of the Bonds, which amounts may be reimbursed by the Company directly to such Credit Facility Issuer, and no Event of Default shall occur hereunder by reason of any failure of the Company to make any such Loan Payment to the Trustee under subsection (a) above unless the Trustee is notified by the Credit Facility Issuer of the Company’s failure to have reimbursed the Credit Facility Issuer (if any) in accordance with the terms of the Credit Facility. To secure its obligations under the Note, concurrently with the issuance by the Issuer of the Bonds, the Company will execute and deliver to the Trustee the Company’s Senior Secured Bonds, Variable Rate Pollution Control Series 2008, which will contain principal, interest and redemption provisions corresponding to the principal, interest and redemption provisions of the Bonds (the “Senior Secured Bonds”). The Senior Secured Bonds will be issued pursuant to Supplemental Indenture No. 9 dated as of October 1, 2008 which supplements the Company’s Indenture dated as of August 1, 2001, as supplemented (as so supplemented, the “Company Indenture”) to JPMorgan Chase Bank, as trustee (the “Company Indenture Trustee”). Anything herein to the contrary notwithstanding, the obligation of the Company to make any payment of the principal of, or interest on, the Senior Secured Bonds shall be deemed to be satisfied and discharged to the extent of the corresponding payment (i) made by the Company to the Trustee pursuant to Section 3.2 of this Agreement and/or on the Note and/or (ii) made with moneys on deposit in any fund or account maintained under the Indenture for the payment of the principal or redemption price of, or interest on, the Bonds. At the time any Bonds cease to be Outstanding (other than in connection with the cancellation thereof following an exchange or transfer or the authentication of other Bonds in lieu thereof pursuant to Section 2.09 of the Indenture), the Issuer shall cause the Trustee to surrender to the Company Indenture Trustee a corresponding principal amount of Senior Secured Bonds. The Issuer shall not sell, assign or otherwise transfer the Senior Secured Bonds, except to the extent provided in Section 12.16 of the Indenture. In view of the assignment referred to in Section 3.6 hereof, the Issuer agrees that (i) the Senior Secured Bonds shall be issued and delivered to, registered in the name of and owned and held by the Trustee for the benefit of the holders from time to time of the Bonds; (ii) the Indenture shall provide that the Trustee shall not sell, assign or transfer the Senior Secured Bonds except to a successor trustee under the Indenture, and shall surrender Senior Secured Bonds to the Company Indenture Trustee in accordance with the provisions of this Section 3.2 and Section 12.17(b) of the Indenture; and (iii) the Company may take such actions as it shall deem to be desirable to effect compliance with such restrictions on transfer, including the placing of any appropriate legend on each Senior Secured Bond and the issuance of stop-transfer instructions to the Company Indenture Trustee or any other transfer agent under the Company Indenture. Any action taken by the Trustee in accordance with the provisions of Section 12.16 of the Indenture shall be binding upon the Companypreceding paragraph.