Common use of Payment of Taxes; Discharge of Liens Clause in Contracts

Payment of Taxes; Discharge of Liens. The Borrower agrees to pay promptly, as and when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees to pay and discharge, promptly as and when the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except as the same shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right in good faith and by appropriate proceedings to dispute or contest the validity or amount of any such tax, assessment, governmental charge or utility charge, and during the pendency of any such dispute or contest, the Borrower shall not be deemed to be in default under this Section by reason of its failure to have paid the disputed or contested amount.

Payment of Taxes; Discharge of Liens. The Borrower agrees to Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payable, each shall make reasonable effort to observe and every lawful cost, expense and obligation conform in all material respects to all valid requirements of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in Governmental Authority relative to any manner connected with or arising out of the possessionMortgaged Property and all covenants, operation, maintenance, alteration, repair, rebuilding, use terms and conditions upon or occupancy under which any of the Project Mortgaged Property is held; and the Company shall not suffer any Lien to be created upon the Mortgaged Property, or any part thereof. The Borrower also agrees , prior to pay the Lien hereof, other than Permitted Liens and dischargeother than, promptly as in the case of property hereafter acquired, Purchase Money Liens and when any other Liens existing or placed thereon at the same time of the acquisition thereof; provided, however, that nothing in this Section contained shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements require the Company (i) to observe or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar conform to any requirement of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be Governmental Authority or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such Lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate legal proceedings or such Lien, tax, assessment or charge is not greater than Five Million Dollars ($5,000,000), (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge or make provisions for any Liens existing on the Mortgaged Property at the date of execution and during delivery of this Indenture, as originally executed and delivered; and provided, further, that nothing in this Section shall prohibit the pendency issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by any such dispute or contest, Lien prior to the Borrower shall not be deemed to be in default Lien hereof which is permitted under this Section by reason of its failure to have paid the disputed or contested amountcontinue to exist.

Payment of Taxes; Discharge of Liens. The Borrower agrees to Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payable, each will duly observe and every lawful cost, expense and obligation conform in all material respects to all valid requirements of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in Governmental Authority relative to any manner connected with or arising out of the possessionMortgaged Property, operationand all covenants, maintenance, alteration, repair, rebuilding, use terms and conditions upon or occupancy under which any of the Project Mortgaged Property is held; and, after the date of execution and delivery of this Indenture, the Company shall not suffer any Lien to be created upon the Mortgaged Property, or any part thereof. The Borrower also agrees , prior to pay the Lien hereof other than Permitted Liens and dischargeother than, promptly in the case of property hereafter acquired, vendors’ Liens, Purchase Money Liens and any other Lien thereon at the time of the acquisition thereof (including, but not limited to, the Lien of any Class “A” Mortgage); and within four months after any lawful claim or demand for labor, materials, supplies or other objects has become delinquent which if unpaid would or might by law be given precedence over the Lien of this Indenture as and when the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to a Lien upon any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens uponMortgaged Property, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to Company shall pay or cause to be discharged or make adequate provisions to satisfy or discharge the same; provided, however, that nothing in this Section contained shall require the Company (i) to observe or conform to any requirement of a Governmental Authority or to cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such Lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate proceedings legal proceedings; (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any damages (including penalties and interest, if any) which may reasonably be anticipated from failure to pay the same shall be given to the Trustee; or utility charge(iii) to pay, discharge or make provisions for any Liens existing on the Mortgaged Property at the date of execution and during the pendency delivery of any such dispute or contestthis Indenture; and provided, the Borrower shall not be deemed to be further, that nothing in default under this Section shall prohibit the issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by reason of its failure a Lien prior to have paid the disputed or contested amountLien hereof which is permitted hereunder to continue to exist.

Payment of Taxes; Discharge of Liens. The Borrower agrees to Until the Release Date, the Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payableshall observe and conform in all material respects to all valid requirements of any Governmental Authority relative to the Mortgaged Property and all covenants, each terms and every lawful cost, expense and obligation of every kind and nature, foreseen conditions upon or unforeseen, for the payment of under which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possessionMortgaged Property is held; and the Company shall not suffer any Lien to be created upon the Mortgaged Property, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees , prior to pay the Lien hereof, other than Permitted Liens and dischargethe Liens of Class A Mortgages and other than, promptly as in the case of property hereafter acquired, Purchase Money Liens and when any other Liens existing or placed thereon at the same time of the acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage); provided, however, that nothing in this Section contained shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements require the Company (i) to observe or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar conform to any requirement of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be Governmental Authority or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such Lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate proceedings legal proceedings, (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge or make provisions for any Liens existing on the Mortgaged Property at the Execution Date; and during provided, further, that nothing in this Section shall prohibit the pendency issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by any such dispute or contest, Lien prior to the Borrower shall not be deemed to be in default Lien hereof which is permitted under this Section by reason of its failure to have paid the disputed or contested amountcontinue to exist.

Payment of Taxes; Discharge of Liens. The Borrower agrees to pay promptlyCompany shall: (a) pay, as or make provision for payment of, all lawful taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, levied or assessed by any federal, state or municipal government or political body upon its interest in the Facilities or any part thereof or upon any amounts payable hereunder or on the First Mortgage Bonds when the same shall become due due; and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees to pay and discharge, promptly as and when the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to (b) pay or cause to be paid all lawful charges for gassatisfied and discharged or make adequate provision to satisfy and discharge, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except as within sixty (60) days after the same shall generally accrue, any lien or charge upon any amounts payable hereunder or on the First Mortgage Bonds, and all lawful claims or demands for labor, materials, supplies or other charges which, if unpaid, might be furnished without charge to other owners or users become a lien thereon; provided, that, the Company may, at its expense, and in its own name and behalf or in the name and behalf of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right , in good faith contest any such taxes, assessments and other charges, and in such event may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom, provided during such period enforcement of such contested item is effectively stayed unless by appropriate proceedings to dispute or contest the validity or amount nonpayment of any such taxitems the lien of the Indenture as to the amounts payable hereunder or on the First Mortgage Bonds will be materially endangered, assessment, governmental charge or utility charge, in which event the Company shall promptly pay and during cause to be satisfied and discharged all such unpaid items. The Issuer shall cooperate fully with the pendency of Company in any such dispute or contest, . In the Borrower event that the Company shall not be deemed fail to pay any of the foregoing items required by this Section to be paid by the Company, either the Issuer or the Trustee, in its discretion and without notice to the Owners of the Bonds, may make advances to effect payment of such items on behalf of the Company, but neither the Issuer nor the Trustee shall have any obligation to do so. Any and all such advances may bear interest at a rate per annum equal to the prime lending rate of the Trustee. No such advance shall operate to relieve the Company from any default under this Section by reason of its failure to have paid the disputed or contested amounthereunder.

Payment of Taxes; Discharge of Liens. The Borrower agrees Company will: (a) pay, or make provision for payment of, all lawful taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, levied or assessed by any federal, state or municipal government or political body upon the Facilities or upon any amounts payable pursuant to pay promptly, as and Section 3.02 hereof when the same shall become due due; provided that the Company may in good faith contest any such tax or assessment in appropriate legal proceedings, and payablein such event may permit the items so contested to remain unpaid during the period of such contest and any appeal therefrom, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which unless the Issuer or the Borrower is or Trustee shall become liable by reason of their estate or interest notify the Company in writing that, in the Project or in opinion of Counsel, by nonpayment of any portion thereof, or by reason of or in any manner connected with or arising out such items the lien of the possessionIndenture as to the amounts payable on the First Mortgage Bonds or pursuant to Section 3.02 hereof will be materially endangered, operation, maintenance, alteration, repair, rebuilding, use or occupancy of in which event the Project or any part thereof. The Borrower also agrees to Company shall promptly pay and discharge, promptly as and when the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to such unpaid items; and (b) pay or cause to be paid all lawful charges for gassatisfied and discharged or make adequate provision to satisfy and discharge, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except as within 60 days after the same shall generally accrue, any lien or charge upon any amounts payable on the First Mortgage Bonds or pursuant to Section 3.02 hereof, and all lawful claims or demands which, if unpaid, might be furnished without charge to other owners or users of comparable property within become a lien upon such amounts; provided that the Issuer’s jurisdiction. The Borrower shall have the right Company may in good faith contest any such lien or charge or claims or demands in appropriate legal proceedings, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom, unless the Issuer or the Trustee shall notify the Company in writing that, in the opinion of Counsel, by appropriate proceedings to dispute or contest the validity or amount nonpayment of any such taxitems the lien of the Indenture as to the amounts payable on the First Mortgage Bonds or pursuant to Sections 3.02 hereof will be materially endangered, assessment, governmental charge or utility charge, in which event the Company shall promptly pay and during the pendency of any such dispute or contest, the Borrower shall not be deemed cause to be in default under this Section by reason of its failure to have paid the disputed or contested amountsatisfied and discharged all such unpaid items.

Payment of Taxes; Discharge of Liens. The Borrower agrees to Until the Release Date, the Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payableshall observe and conform in all material respects to all valid requirements of any Governmental Authority relative to the Mortgaged Property and all covenants, each terms and every lawful cost, expense and obligation of every kind and nature, foreseen conditions upon or unforeseen, for the payment of under which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possessionMortgaged Property is held; and the Company shall not suffer any Lien to be created upon the Mortgaged Property, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees , prior to pay the Lien hereof, other than Permitted Liens and dischargethe Liens of Class A Mortgages and other than, promptly as in the case of property hereafter acquired, Purchase Money Liens and when any other Liens existing or placed thereon at the same time of the acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage); provided, however, that nothing in this Section contained shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements require the Company (i) to observe or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar conform to any requirement of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be Governmental Authority or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such Lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate proceedings legal proceedings, (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge or make provisions for any Liens existing on the Mortgaged Property at the Execution Date; and during provided, further, that nothing in this Section shall prohibit the pendency issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by any such dispute or contest, Lien prior to the Borrower shall not be deemed to be in default Lien hereof which is permitted under this Section by reason of its failure to have paid the disputed or contested amount.continue to exist. 108

Payment of Taxes; Discharge of Liens. The Borrower agrees to Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payable, each shall make reasonable effort to observe and every lawful cost, expense and obligation conform in all material respects to all valid requirements of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in Governmental Authority relative to any manner connected with or arising out of the possessionMortgaged Property and all covenants, operation, maintenance, alteration, repair, rebuilding, use terms and conditions upon or occupancy under which any of the Project Mortgaged Property is held; and the Company shall not suffer any Lien to be created upon the Mortgaged Property, or any part thereof. The Borrower also agrees , prior to pay the Lien hereof, other than Permitted Liens and dischargeother than, promptly as in the case of property hereafter acquired, Purchase Money Liens and when any other Liens existing or placed thereon at the same time of the acquisition thereof; provided, however, that nothing in this Section contained shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements require the Company (i) to observe or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar conform to any requirement of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be Governmental Authority or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such Lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate legal proceedings or such Lien, tax, assessment or charge is not greater than Five Million Dollars ($5,000,000), (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge or make provisions for any Liens existing on the Mortgaged Property at the date of execution and during the pendency delivery of any such dispute or contestthis Indenture, the Borrower shall not be deemed to be as originally executed and delivered; and provided, further, that nothing in default under this Section shall prohibit the issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by reason of its failure any Lien prior to have paid the disputed or contested amountLien hereof which is permitted hereunder to continue to exist.

Payment of Taxes; Discharge of Liens. The Borrower agrees to pay promptlyCompany shall: (a) pay, as or make provision for payment.of, all lawful taxes and assessments, including income, profits, property.or excise taxes, if any, or other municipal or governmental charges, levied or assessed by any federal, state or municipal government or political body upon its interest in the Facilities or any part thereof or upon any amounts payable hereunder or on the First Mortgage Bonds when the same shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees to pay and discharge, promptly as and when the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoingdue, and all applicable interest and penalties thereon, if any, which at any time shall be or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to (b) pay or cause to be paid all lawful charges for gassatisfied and discharged or make adequate provision to satisfy and discharge, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except as within sixty (60) days after the same shall generally accrue, any lien or charge upon any amounts payable hereunder or on the First Mortgage Bonds, and all lawful claims or demands for labor, materials, supplies or other charges which, if unpaid, might be furnished without charge to other owners or users become a lien thereon, provided, that, the Company may, at its expense, and in its own name and behalf or in the name and behalf of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right , in good faith contest any such taxes, assessments and other charges, and in such event may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom, provided during such period enforcement of such contested item is effectively stayed unless by appropriate proceedings to dispute or contest the validity or amount nonpayment of any such taxitems the lien of the Indenture as to the amounts payable hereunder or-on the First Mortgage Bonds will be materially endangered, assessment, governmental charge or utility charge, in which event the Company shall promptly pay and during cause to be satisfied and discharged all such unpaid items. The Issuer shall cooperate fully with the pendency of Company in any such dispute or contest, . In the Borrower event that the Company shall not be deemed fail to pay any of the foregoing items required by this Section to be paid by the Company, either the Issuer or the Trustee, in its discretion and without notice to the Owners of the Bonds, may make advances to effect payment.of such items on behalf of the Company, but neither the Issuer nor the Trustee shall have any obligation to do so. Any and all such advances may bear interest at a rate per annum equal to the prime lending rate of the Trustee. No such advance shall operate to relieve the Company from any default under this Section by reason of its failure to have paid the disputed or contested amounthereunder.

Payment of Taxes; Discharge of Liens. The Borrower agrees to pay promptlyCompany shall: (a) pay, as or make provision for payment of, all lawful taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, levied or assessed by any federal, state or municipal government or political body upon its interest in the Facilities or any part thereof or upon any amounts payable hereunder or on the Senior Notes when the same shall become due due; and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees to pay and discharge, promptly as and when the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to (b) pay or cause to be paid all lawful charges for gassatisfied and discharged or make adequate provision to satisfy and discharge, water, sewer, electricity, light, heat, power, telephone and other utility and service used, rendered or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except as within sixty (60) days after the same shall generally accrue, any lien or charge upon any amounts payable hereunder or on the Senior Notes and all lawful claims or demands for labor, materials, supplies or other charges which, if unpaid, might be furnished without charge to other owners or users become a lien thereon; provided, that, the Company may, at its expense, and in its own name and behalf or in the name and behalf of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right , in good faith contest any such taxes, assessments and other charges, and in such event may permit the taxes, assessments and other charges so contested to remain unpaid during the period of such contest and any appeal therefrom, provided during such period enforcement of such contested item is effectively stayed unless by appropriate proceedings to dispute or contest the validity or amount nonpayment of any such taxitems the lien of the Indenture as to the amounts payable hereunder or on the Senior Notes will be materially endangered, assessment, governmental charge or utility charge, in which event the Company shall promptly pay and during cause to be satisfied and discharged all such unpaid items. The Issuer shall cooperate fully with the pendency of Company in any such dispute or contest, . In the Borrower event that the Company shall not be deemed fail to pay any of the foregoing items required by this Section to be paid by the Company, either the Issuer or the Trustee may, in its uncontrolled discretion and without notice to the Owners of the Bonds, make advances to effect payment of such items on behalf of the Company, but neither the Issuer nor the Trustee shall have any obligation to do so; any and all such advances may bear interest at a rate per annum equal to two (2) percentage points above the prime lending rate of the Trustee; but no such advance shall operate to relieve the Company from any default under this Section by reason of its failure to have paid the disputed or contested amounthereunder.

Payment of Taxes; Discharge of Liens. The Borrower agrees to Until the Release Date, the Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payableshall observe and conform in all material respects to all valid requirements of any Governmental Authority relative to the Mortgaged Property and all covenants, each terms and every lawful cost, expense and obligation of every kind and nature, foreseen conditions upon or unforeseen, for the payment of under which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possessionMortgaged Property is held; and the Company shall not suffer any Lien to be created upon the Mortgaged Property, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees , prior to pay the Lien hereof, other than Permitted Liens and dischargethe Liens of Class A Mortgages and other than, promptly as in the case of property hereafter acquired, Purchase Money Liens and when any other Liens existing or placed thereon at the same time of the acquisition thereof (including, but not limited to, the Lien of any Class A Mortgage); provided, however, that nothing in this Section contained shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements require the Company (i) to observe or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar conform to any requirement of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be Governmental Authority or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such Lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate proceedings legal proceedings, (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge or make provisions for any Liens existing on the Mortgaged Property at the Execution Date; and during provided, further, that nothing in this Section shall prohibit the pendency issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by any such dispute or contest, Lien prior to the Borrower shall not be deemed to be in default Lien hereof which is permitted under this Section by reason of its failure to have paid the disputed or contested amount.continue to exist. 112

Payment of Taxes; Discharge of Liens. The Borrower agrees to pay promptly, as and when the same Company shall become due and payable, each and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees to pay and discharge, promptly as and when the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar to any of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gas, water, sewer, electricity, light, heat, power, telephone taxes and assessments and other utility and service usedgovernmental charges lawfully levied or assessed upon the Mortgaged Property, rendered or supplied toupon any part thereof, or upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of charge to the Borrower or any other occupant interest of the Facilities any gasTrustee in the Mortgaged Property or the indebtedness secured hereby, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except as before the same shall generally become delinquent, and shall make reasonable effort to observe and conform in all material respects to all valid requirements of any Governmental Authority relative to any of the Mortgaged Property and all covenants, terms and conditions upon or under which any of the Mortgaged Property is held; and the Company shall not suffer any Lien to be furnished without created upon the Mortgaged Property, or any part thereof, prior to the Lien hereof, other than Permitted Liens; provided, however, that nothing in this Section contained shall require the Company (a) to pay or discharge or to cause to be paid or discharged, or to make provision for, any such Lien, or to pay any such tax, assessment or governmental charge to other owners so long as (i) the amount, applicability or users of comparable property within the Issuer’s jurisdiction. The Borrower validity thereof shall have the right be contested in good faith and by appropriate proceedings proceedings, (ii) such Lien, tax, assessment or charge is not greater than Five Million Dollars ($5,000,000) or (iii) the Company shall have established a specific reserve fund therefor and shall maintain adequate reserves on its books for payment of the same, (b) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge lawfully levied or assessed or imposed, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee, or (c) to pay, discharge or make provisions for any Permitted Liens existing on the Mortgaged Property at the date of execution and during delivery of this Indenture, as originally executed and delivered; and provided, further, that nothing in this Section shall prohibit the pendency issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by any such dispute or contest, Permitted Lien prior to the Borrower shall not be deemed to be in default Lien hereof which is permitted under this Section by reason of its failure to have paid the disputed or contested amount.continue to exist. DC1 - 221297.15

Payment of Taxes; Discharge of Liens. The Borrower agrees to Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payable, each shall make reasonable effort to observe and every lawful cost, expense and obligation conform in all material respects to all valid requirements of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in Governmental Authority relative to any manner connected with or arising out of the possessionMortgaged Property and all covenants, operation, maintenance, alteration, repair, rebuilding, use terms and conditions upon or occupancy under which any of the Project Mortgaged Property is held; and the Company shall not suffer any Lien to be created upon the Mortgaged Property, or any part thereof. The Borrower also agrees , prior to pay the Lien hereof, other than Permitted Liens and dischargeLiens to which any property acquired after the date of this Indenture may be subject; provided, promptly as and when however, that nothing contained in this Section shall require the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements Company (i) to observe or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar conform to any requirement of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be Governmental Authority or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such Lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate legal proceedings or such Lien, tax, assessment or charge does not exceed the greater of (a) Ten Million Dollars ($10,000,000) and (b) 3% of the principal amount of the Securities then Outstanding or, (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge or make provisions for any Liens existing on the Mortgaged Property at the date of execution and during the pendency delivery of any such dispute or contestthis Indenture, the Borrower shall not be deemed to be as originally executed and delivered; and provided, further, that nothing in default under this Section shall prohibit the issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by reason of its failure any Lien prior to have paid the disputed or contested amountLien hereof which is permitted hereunder to continue to exist.

Payment of Taxes; Discharge of Liens. The Borrower agrees to Company shall pay promptlyall taxes and assessments and other governmental charges lawfully levied or assessed upon the Mortgaged Property, as and when or upon any part thereof, or upon the interest of the Trustee in the Mortgaged Property, before the same shall become due delinquent, and payableshall make reasonable effort to observe and conform in all material respects to all valid requirements of any Governmental Authority relative to any of the Mortgaged Property and all covenants, each terms and conditions upon or under which any of the Mortgaged Property is held; and the Company shall warrant generally its title to all and every lawful cost, expense and obligation of every kind and nature, foreseen or unforeseen, for the payment of which the Issuer or the Borrower is or shall become liable by reason of their estate or interest in the Project or in any portion thereof, or by reason of or in any manner connected with or arising out part of the possessionMortgaged Property and shall not suffer any lien or encumbrance to be created upon the Mortgaged Property, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Project or any part thereof. The Borrower also agrees , prior to pay the lien hereof, other than Permitted Encumbrances and dischargeliens to which any property acquired after the date of this Indenture may be subject; provided, promptly as and when however, that nothing in this Section contained shall require the same shall become due and payable, all lawful real estate taxes, personal property taxes, business and occupation taxes, occupational license taxes, assessments for public improvements Company (i) to observe or benefits and all other lawful governmental taxes, impositions and charges of every kind and nature, ordinary or extraordinary, general or special, foreseen or unforeseen, whether similar or dissimilar conform to any requirement of the foregoing, and all applicable interest and penalties thereon, if any, which at any time shall be Governmental Authority or become due and payable and which shall be lawfully levied, assessed or imposed upon or with respect to, or which shall be or become liens upon, the Project or any portion thereof or any interest of the Borrower therein. The Borrower also agrees to pay or cause to be paid all lawful charges for gasor discharged, wateror to make provision for, sewerany such lien, electricityor to pay any such tax, light, heat, power, telephone and other utility and service used, rendered assessment or supplied to, upon or in connection with the Project. The Borrower agrees that the Issuer is not, nor shall it be, required to furnish free of governmental charge to the Borrower or any other occupant of the Facilities any gas, water, sewer, electricity, light, heat, power or other facilities, equipment, labor, materials or services of any kind, except as otherwise may be required by law or except so long as the same validity thereof shall generally be furnished without charge to other owners or users of comparable property within the Issuer’s jurisdiction. The Borrower shall have the right contested in good faith and by appropriate legal proceedings or such lien, tax, assessment or charge does not exceed the greater of (a) Ten Million Dollars ($10,000,000) and (b) 3% of the principal amount of the Securities then Outstanding or, (ii) to dispute pay, discharge or contest make provisions for any tax, assessment or other governmental charge, the validity or amount of any which shall not be so contested if adequate security for the payment of such tax, assessment, assessment or other governmental charge and for any penalties or utility chargeinterest which may reasonably be anticipated from failure to pay the same shall be given to the Trustee or (iii) to pay, discharge or make provisions for any liens existing on the Mortgaged Property at the date of execution and during delivery of this Indenture, as originally executed and delivered (which liens were permitted under the pendency of any Existing Indenture immediately prior to such dispute or contestexecution and delivery); and provided, the Borrower shall not be deemed to be further, that nothing in default under this Section shall prohibit the issuance or other incurrence of additional indebtedness, or the refunding of outstanding indebtedness, secured by reason of its failure any lien prior to have paid the disputed or contested amountlien hereof which is permitted hereunder to continue to exist.