Common use of Representations, Warranties, Covenants and Agreements of the Company Clause in Contracts

Representations, Warranties, Covenants and Agreements of the Company. The Company represents, warrants, covenants, and agrees with the Agent as follows: (a) The Company has been duly incorporated and is in good standing under the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona; (b) The Company has full power and authority to take all actions required or permitted to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it is a party; (c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the 2005 Remarketing Supplement; provided, that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (d) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto and thereto, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ rights or contractual obligations generally; (e) The execution and delivery of this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated did not upon the date of execution and delivery thereof and will not violate any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinance, agreement or instrument to which the Company is a party or by which it or any of its properties is bound; (f) All authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of any governmental body, agency or other instrumentality or court required in connection with the execution, delivery and performance by the Company of this Agreement, the Tender Agreement, the Continuing Disclosure Agreement, the Loan Agreement and any other agreement or instrument to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents have been obtained, given or taken and are in full force and effect, provided that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (g) Except as described in the 2005 Remarketing Supplement or any SEC Report, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company or the transactions contemplated by this Agreement or by the 2005 Remarketing Supplement or which would materially adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contemplated by this Agreement or the 2005 Remarketing Supplement. (h) The Company is not in violation of any provision of its Articles of Incorporation or By-laws; (i) The Company will not take or omit to take any action which action or omission would in any way cause the interest on the Bonds to be subject to Federal income tax under the Code; (j) The Company will cooperate with the Agent in the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent shall designate and will use its best efforts to continue any such qualification in effect so long as required for the distribution of the Bonds by the Agent, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall not be responsible for compliance with or the consequences of failure to comply with applicable state securities or “Blue Sky” laws; (k) The information contained in the 2005 Remarketing Supplement and each SEC Report as of the date on which the 2005 Remarketing Supplement or SEC Report was or will be furnished to the Agent, did not and will not contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made in this subsection (k), however, with respect to any information furnished in writing to the Company by or on behalf of the Agent specifically for inclusion in the 2005 Remarketing Supplement; (l) The documents incorporated by reference in the 2005 Remarketing Supplement have been prepared by the Company in conformity with the requirements of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; and (m) Any certificate signed by any authorized officer or officers of the Company and delivered to the Agent shall be deemed a representation by the Company to the Agent as to the statements made therein.

Representations, Warranties, Covenants and Agreements of the Company. The In order to induce the Purchaser to execute and deliver this Subscription Agreement and to issue and purchase the Shares and the Warrants from the Company, the Company represents, warrants, covenantsrepresents and warrants to, and covenants and agrees with with, the Agent Purchaser as follows: (a) The Company has been duly incorporated represents and is in good standing under warrants to the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona; Purchaser that (bi) The Company it has full power and authority to take all actions required or permitted to be taken by it by or under, execute and to perform and observe the covenants and agreements on its part contained in, deliver this Subscription Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it is a party; (c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the 2005 Remarketing Supplement; provided, that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (d) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure this Subscription Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto Company and theretoconstitutes the legal, will constitute valid and binding obligations obligation of the Company, Company and (iii) this Subscription Agreement is enforceable against the Company in accordance with their respective its terms. (b) The Shares, except when issued, will be fully paid, validly issued and non-assessable and the Shares and Warrants will be delivered to Purchaser hereunder free and clear of all liens, claims and encumbrances whatsoever. All of the outstanding Common Stock Purchase Warrants of the Company have terms not exceeding two years. (c) Promptly after the Closing Date, the Company will complete the preparation of its audited financial statements for the year ended December 31, 2007 and file its Form 10-K for the year ended December 31, 2007, and Forms 10-Q for the quarterly periods through June 30, 2008 with the Commission (such events being referred to herein as the enforcement thereof may “Pre-Registration Conditions”). (d) On or before October 15, 2008, the Company shall provide to Purchaser a study regarding the integration of Purchaser’s “Appliqué” on the Company’s airship platform. Such study, and all of the rights thereto, shall be limited owned by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ rights or contractual obligations generally;Purchaser. (e) The execution If and delivery of this Agreementto the extent that Purchaser makes any additional investment as referred to in Section 1(a) hereof, the Loan Agreement, Company shall use the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated did not upon the date of execution and delivery thereof and will not violate any law or any regulation, order, writ, injunction or decree proceeds therefrom solely for purposes of any court or governmental instrumentality applicable additional study relating to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinance, agreement or instrument to which the Company is a party or by which it or any of its properties is bound; (f) All authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of any governmental body, agency or other instrumentality or court required in connection with the execution, delivery and performance by the Company of this Agreement, the Tender Agreement, the Continuing Disclosure Agreement, the Loan Agreement and any other agreement or instrument to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents have been obtained, given or taken and are in full force and effect, provided that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (g) Except as described in the 2005 Remarketing Supplement or any SEC Report, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge modification of the Company, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results ’s Airships for purposes of operations of the Company or the transactions contemplated by this Agreement or by the 2005 Remarketing Supplement or which would materially adversely affect the validity or enforceability of, or the authority or ability of enabling the Company to perform its obligations under, this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which the Company is a party install and which is used or contemplated for use in consummation of the transactions contemplated by this Agreement or the 2005 Remarketing Supplementcarry an Appliqué thereon. (h) The Company is not in violation of any provision of its Articles of Incorporation or By-laws; (i) The Company will not take or omit to take any action which action or omission would in any way cause the interest on the Bonds to be subject to Federal income tax under the Code; (j) The Company will cooperate with the Agent in the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent shall designate and will use its best efforts to continue any such qualification in effect so long as required for the distribution of the Bonds by the Agent, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall not be responsible for compliance with or the consequences of failure to comply with applicable state securities or “Blue Sky” laws; (k) The information contained in the 2005 Remarketing Supplement and each SEC Report as of the date on which the 2005 Remarketing Supplement or SEC Report was or will be furnished to the Agent, did not and will not contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made in this subsection (k), however, with respect to any information furnished in writing to the Company by or on behalf of the Agent specifically for inclusion in the 2005 Remarketing Supplement; (l) The documents incorporated by reference in the 2005 Remarketing Supplement have been prepared by the Company in conformity with the requirements of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; and (m) Any certificate signed by any authorized officer or officers of the Company and delivered to the Agent shall be deemed a representation by the Company to the Agent as to the statements made therein.

Representations, Warranties, Covenants and Agreements of the Company. The Company Company, by its acceptance hereof, represents, warrants, covenants, covenants and agrees with the Remarketing Agent as follows: (a) The Company has been duly incorporated and is in good standing under the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona; (b) The Company has full requisite power and authority to take all actions required or permitted to be taken by it the Company by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it the Company is a party;. (cb) The Company has, on or before as of the date hereof, duly taken all action necessary to be taken by it prior to such date for: date, for (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which it the Company is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, documents and (ii) the carrying out, giving effect to, consummation and performance of of, the transactions and obligations contemplated hereby and by the 2005 Remarketing Supplement; provided, that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States;Placement Memorandum. (dc) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto and thereto, constitutes or will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ ' rights or contractual obligations generally;. (ed) The execution and delivery of this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated did do not upon the date of execution and delivery thereof hereof and thereof, and will not not, (i) violate any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company which violation would have a material adverse effect on the Company, except under the federal securities or state securities or blue sky laws in connection with the placement of the Bonds by the Placement Agent pursuant to the Placement Agency Agreement or the remarketing of the Bonds by the Remarketing Agent pursuant to this Agreement, or (ii) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinanceindenture, agreement or instrument to which the Company is a party or by which it or any of its properties property is bound;. (fe) All authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of to any governmental body, agency or other instrumentality or court required in connection with the execution, delivery and performance by the Company of this Agreement, the Tender Agreement, the Continuing Disclosure Agreement, the Loan Agreement and any other agreement or instrument to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents documents, have been obtained, given or taken and are in full force and effect, provided that no representation is made with respect except for such licenses, certificates, approvals, ordinances or permits which may be necessary for the use of the proceeds of the Bonds or described in the Placement Memorandum and for which the Company has applied or will apply and which it expects to compliance receive and except as may be required under the state securities or blue sky laws in connection with the securities or “Blue Sky” laws placement of the various states Bonds by the Placement Agent pursuant to the Placement Agency Agreement or the remarketing of the United States;Bonds by the Remarketing Agent pursuant to this Agreement. (gf) Except as disclosed by the Company to the Placement Agent and described in the 2005 Remarketing Supplement Placement Memorandum or any SEC Reportsupplement thereto delivered to the Remarketing Agent, there is no action, suit, investigation, proceeding, inquiry or investigation arbitration, at law or in equity or before or by any courtforeign or domestic court or other governmental entity, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would could have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company or the transactions contemplated by this Agreement or by the 2005 Remarketing Supplement Placement Memorandum, or which would materially and adversely affect the validity or enforceability of, of or the authority or ability of the Company to perform its obligations under, this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contemplated by this Agreement or the 2005 Remarketing SupplementPlacement Memorandum. (g) The Company is not in default under any indenture or other agreement or instrument governing outstanding indebtedness to which the Company is a party or by which it is bound, which default would have a material adverse effect on the transactions contemplated by this Agreement or by the Placement Memorandum, nor has any event occurred which with notice or the passage of time or both would constitute such a default under any such document. (h) The Company is not in violation of any provision of its Articles of Incorporation or By-laws; (i) The Company will not take or omit to take any action which action or omission would in any way cause the interest on the Bonds to be subject to Federal income tax under the Code; (j) The Company will cooperate with the Remarketing Agent in the qualification of the Bonds for offering and sale placement and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Remarketing Agent shall designate and will use its best efforts to continue any such qualification in effect so long as required for the distribution of the Bonds by the Remarketing Agent, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood . (i) The Company has no knowledge or reason to believe that any information relating to the Company shall not be responsible for compliance with or the consequences of failure to comply with applicable state securities or “Blue Sky” laws; (k) The information contained in the 2005 Remarketing Supplement and each SEC Report as of the date on which the 2005 Remarketing Supplement or SEC Report was or will be furnished to the AgentPlacement Memorandum, did not and will not contain contains any untrue statement of a material fact and will not omit or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were are made, not misleading. No representation is made in this subsection . (k)j) The Company shall, however, consistent with respect to any information furnished in writing to the Company by or on behalf terms of the Indenture, if the Remarketing Agent specifically for inclusion in the 2005 Remarketing Supplement; (l) The documents incorporated by reference in the 2005 Remarketing Supplement have been prepared by the Company in conformity deems it advisable as a means of facilitating its performance under this Agreement, cooperate with the requirements Issuer and the Remarketing Agent in connection with maintaining the rating of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; and (m) Any certificate signed by any authorized officer or officers of the Company and delivered to the Agent shall be deemed a representation by the Company to the Agent as to the statements made thereinBonds from Standard & Poor's.

Representations, Warranties, Covenants and Agreements of the Company. The Company Company, by its acceptance hereof, represents, warrants, covenants, covenants and agrees with the Agent Underwriters and the Authority as follows: (a) The Company has been duly incorporated and is in good standing under the laws of the State of TexasNew York, is qualified to do business in the State of New York and in every other jurisdiction where the nature of its business requires it to be so qualified, is not required to be qualified to do business in any other jurisdiction, has corporate power and authority to own its properties and to conduct its business and and, except as described in the Official Statement, possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation described in the States of New Mexico and ArizonaOfficial Statement; (b) The Company has full corporate power and authority to execute and deliver, to take all actions required or permitted to be taken by it the Company by or under, and to perform its obligations and observe the covenants and agreements on its part contained in, and to engage in the transactions contemplated on its part by, this Bond Purchase Agreement, the Tender Auction Agreement, the Loan Broker-Dealer Agreement, the Continuing Remarketing Agreement, the Company's Disclosure Agreement with respect to Certificate, the Bonds dated as of August 1Participation Agreement, 2005 (the “Continuing Disclosure Insurance Agreement”) , the Company Note and any other instrument or agreement relating thereto to which it is a partythe Tax Regulatory Agreement; (c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date forfor the authorization of: (i) the execution, delivery and performance by the Company of this Bond Purchase Agreement, the Tender Participation Agreement, the Loan Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Insurance Agreement, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, Company's Disclosure Certificate and (ii) the carrying out, giving effect to, consummation and performance by the Company of the transactions and obligations contemplated hereby hereby, thereby and by the 2005 Remarketing SupplementOfficial Statement; provided, that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (d) This Bond Purchase Agreement has been duly executed and delivered by the Company. This Bond Purchase Agreement, the Loan Participation Agreement, the Tender Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Insurance Agreement, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, Company's Disclosure Certificate when duly and validly executed and delivered by the parties hereto and thereto, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity laws relating to or affecting the enforcement of creditors’ ' rights or contractual obligations generallygenerally or by principles of equity or judicial discretion and except as rights of indemnification or contribution under this Bond Purchase Agreement may be limited by applicable securities laws or principles of public policy and except as indemnification provisions of this Bond Purchase Agreement purport to indemnify the Authority or the Underwriters against their own gross negligence or willful misconduct; (e) The execution and delivery by the Company of this Bond Purchase Agreement, the Loan Participation Agreement, the Tender Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Insurance Agreement, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documentsCompany's Disclosure Certificate, the compliance by the Company with the terms, conditions or provisions hereof and thereof, and the consummation by the Company of the transactions contemplated herein and therein contemplated did do not upon the date of execution and delivery thereof and will not violate any existing law or any material regulation, rule, order, writ, injunction or decree of any court court, Federal or state regulatory body, administrative agency or other governmental instrumentality body applicable to the Company, or contravene the Certificate of Incorporation or by-laws of the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any material mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinanceindenture, agreement or instrument to which the Company is a party or by which it or any of its properties is boundbound or result in the creation or imposition of any mortgage, lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Company other than any liens, charges, security interests or encumbrances created, permitted or contemplated by the Participation Agreement or the Company Note; (f) All On and as of the Closing Date, all authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of of, any governmental body, agency agency, regulatory authority or other instrumentality or court required to be obtained, given or taken on behalf of the Company in connection with the offering and sale of the Bonds, the procurement of the Insurance Policy and the execution, delivery and performance by the Company of this Bond Purchase Agreement, the Tender Participation Agreement, the Continuing Disclosure Company Note, the Tax Regulatory Agreement, the Loan Insurance Agreement, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement and any other agreement or instrument the Company's Disclosure Certificate, including, without limitation, orders of the Public Service Commission of the State of New York with respect to which the issuance of the Company is a party Note and which has been or will be executed in connection with the consummation execution and delivery by the Company of the transactions contemplated by the foregoing documents Participation Agreement, will have been obtained, given or taken and are will be in full force and effect, provided that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (g) Except as described stated in the 2005 Remarketing Supplement or any SEC ReportOfficial Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, or to the best knowledge of the Company, any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company or the transactions contemplated by this Bond Purchase Agreement or by the 2005 Participation Agreement, the Company Note, the Indenture, the Tax Regulatory Agreement, the Insurance Policy, the Insurance Agreement, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Supplement Agreement, or the Company's Disclosure Certificate, or which would materially adversely affect the validity or enforceability ofof the Bonds or the Indenture, or the authority or ability of the Company to perform its obligations under, this Bond Purchase Agreement, the Loan Participation Agreement, the Tender Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which Insurance Agreement, the Company is a party and which is used or contemplated for use in consummation of Auction Agreement, the transactions contemplated by this Broker-Dealer Agreement, the Remarketing Agreement or the 2005 Remarketing Supplement.Company's Disclosure Certificate; (h) The Company is not in violation default under any indenture or other agreement or instrument governing outstanding indebtedness issued by the Company, nor has any event occurred and is continuing which with notice or the passage of time or both would constitute a default under any provision of its Articles of Incorporation or Bysuch document, and the Company is in compliance with all prior undertakings pursuant to Rule 15c2-laws12(b)(5); (i) The financial statements included as part of the Company Appendix present fairly the financial position, results of operation and cash flows of the Company at the respective dates and for the respective periods indicated, all in conformity with generally accepted accounting principles applied (except as otherwise noted) on a consistent basis throughout the periods involved. The Company has no material contingent obligation which is not disclosed in the Company Appendix; (j) The Bonds, the Indenture, the Participation Agreement, the Company Note, the Project, the Tax Regulatory Agreement, the Insurance Policy, the Insurance Agreement, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement and the Company's Disclosure Certificate conform to the descriptions thereof or statements in respect thereof in the Official Statement; (k) Except as reflected in or contemplated by the Official Statement, subsequent to the dates as of which information is given in the Official Statement and prior to the date hereof there has been no material adverse change in the properties, business, condition (financial or other) or results of operations of the Company, whether or not arising from transactions in the ordinary course of business; (l) The Company will apply the proceeds of the Bonds in a manner that is consistent with the Indenture, the Participation Agreement and the Tax Regulatory Agreement and not take or omit to take any action which action or omission (i) would in any way cause the interest on proceeds from the sale of the Bonds to be subject applied in a manner contrary to Federal income tax under that provided for in the CodeIndenture, the Participation Agreement and the Tax Regulatory Agreement or (ii) would result in a breach of the covenants contained in Section 5.04 of the Participation Agreement; (jm) The Company will cooperate with the Agent Underwriters and their counsel in the arrangements for the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent Underwriters shall designate and will use its best efforts to continue cooperate in the continuation of any such qualification qualifications in effect so long as required for the distribution of the Bonds by the AgentUnderwriters, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall is not be responsible for compliance with or the consequences of failure to comply with applicable state the securities or “"Blue Sky” laws" laws of the various states of the United States; (kn) The descriptions and information contained in the 2005 Remarketing Supplement Official Statement is, and each SEC Report as of the date on which Closing Date will be, true and correct and does not, and as of the 2005 Remarketing Supplement or SEC Report was or Closing Date will be furnished to the Agentnot, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, provided that no representation is made with respect to the Authority Information, the DTC Information, the Underwriters Information, the Insurer Information or the Opinion Appendix, or any statements in or omissions from the Official Statement under the heading "TAX MATTERS." Until the end of the underwriting period, the Company will advise the Authority and will not omit the Underwriters promptly if the Company believes that the information contained in the Official Statement contains any untrue or incorrect statement or misleading statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made If at any time from the date hereof until 90 days following the end of the underwriting period, when, in this subsection (k)the opinion of the Underwriters, howeverthe Official Statement should be delivered in connection with the sale of the Bonds, with respect any event occurs as a result of which, if the event relates to any information furnished the Company, in writing the opinion of counsel to the Company by or on behalf the Underwriters, the Official Statement as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the Agent specifically for inclusion circumstances under which they were made, not misleading, the Company will cooperate with the Underwriters in the 2005 Remarketing Supplementpreparing an amendment or supplement which will correct such statement or omission; (lo) The documents incorporated by reference Company will furnish or cause to be furnished to the Underwriters copies of the Indenture, the Participation Agreement, the Tax Regulatory Agreement, the Insurance Agreement, the Auction Agreement, the Broker-Dealer Agreement, the Remarketing Agreement, the Company's Disclosure Certificate and the Official Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the 2005 Remarketing Supplement have been prepared by Underwriters may reasonably request; (p) The Company will not amend or supplement the Official Statement without the consent of the Underwriters and the Authority; (q) The Company will advise the Authority and the Underwriters promptly of the institution of any legal or regulatory proceedings of which the Company has knowledge affecting the use of the Official Statement in conformity connection with the requirements offer and sale of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; andBonds; (mr) Any certificate authorized by resolution of the Company, signed by any authorized officer or officers of the Company and delivered to the Agent Authority or the Underwriters, shall be deemed a representation by the Company to the Agent Authority or the Underwriters, as the case may be, as to the statements made therein; (s) The Insurance Policy will be in full force and effect on the Closing Date; and (t) The Company will undertake, pursuant to the Company's Disclosure Certificate to provide certain annual financial information and notices of the occurrence of certain events, if material. A form of the Company's Disclosure Certificate is set forth in the Disclosure Certificate Appendix to the Official Statement.

Representations, Warranties, Covenants and Agreements of the Company. 8.1 The Company represents, warrants, covenants, hereby represents and agrees with warrants to the Agent Subscriber and acknowledges that the Subscriber is relying thereon that as followsof the date on which this Subscription Agreement is entered into: (a) The the Company has been duly incorporated and is in good standing validly subsisting under the laws of the State of Texas, has corporate power Delaware and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do carry on business in Delaware and is in good standing as a foreign corporation each other jurisdiction, if any, in respect of which the States carrying on of New Mexico and Arizona; the activities contemplated hereby make such qualification necessary; (b) The the Company has full power complied and authority will comply with all applicable corporate and securities laws where such rules are applicable to take all actions required or permitted it including, without limitation, in connection with the offer, sale and issuance of the Shares to be taken by it by or underpurchased hereunder, and to perform its continuous disclosure obligations, in all material respects and observe the covenants there is no material change that has not been disclosed and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it there is a party; no material change report that has been filed under "confidentiality" provisions; (c) The upon acceptance by the Company, this Subscription Agreement shall constitute a binding obligation of the Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: enforceable in accordance with its terms; (id) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Subscription Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, Company and (ii) the carrying out, giving effect to, consummation and performance issue of the transactions Shares do not and obligations contemplated hereby and by will not constitute a breach of or default under the 2005 Remarketing Supplement; provided, that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (d) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto and thereto, will constitute valid and binding obligations constating documents of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ rights or contractual obligations generally; (e) The execution and delivery of this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated did not upon the date of execution and delivery thereof and will not violate any law or any law, regulation, order, writ, injunction order or decree of any court or governmental instrumentality ruling applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinance, agreement or instrument to which the Company is a party or by which it or any of its properties is bound; ; (e) the Company has the full corporate right, power and authority to enter into this Subscription Agreement, and to issue the Shares; (f) All authorizationsthe authorized capital of the Company consists of 80,000,000 shares of common stock each with a par value of $0.0001 and 20,000,000 shares of preferred stock each with a par value of $0.0001 of which, consents immediately prior to the issuance of the Shares, 21,575,800 and approvals of, notices to, registrations no other shares will be issued and outstanding as fully paid and non-assessable shares in the capital of the Company; (g) there is no finder's fee or filings with, or actions in commission payable by the Company to any third party with respect of any governmental body, agency or other instrumentality or court required in connection with the execution, delivery and performance to this Subscription Agreement; (h) upon acceptance by the Company of this AgreementSubscription Agreement and upon receipt by the Company of the Subscription Proceeds, the Tender Agreement, the Continuing Disclosure Agreement, the Loan Agreement Shares shall be validly issued and any other agreement or instrument to which the Company is a party outstanding as fully paid and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents have been obtained, given or taken and are in full force and effect, provided that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (g) Except as described non-assessable common shares in the 2005 Remarketing Supplement or any SEC Report, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge capital of the Company, threatened against or affecting ; (i) the Company wherein an unfavorable decisionhas not and will not, ruling directly or finding would have a material adverse effect on indirectly, engage in any "directed selling efforts" (as defined in Regulation S under the properties, business, condition (financial or other0000 Xxx) or results in the United States in respect of operations any of the Company or the transactions contemplated by this Agreement or by the 2005 Remarketing Supplement or Shares which would materially adversely affect include any activities undertaken for the validity or enforceability purpose of, or that could reasonably be expected to have the authority or ability effect of, conditioning the market in the United States for the resale of any of the Company to perform its obligations under, this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which the Company is a party Shares; and which is used or contemplated for use in consummation (j) none of the transactions contemplated by this Agreement Company's disclosure documents that are filed and/or furnished with the SEC contain or will contain, at the 2005 Remarketing Supplement. (h) The Company is not in violation time of any provision filing or furnishing, an untrue statement of its Articles of Incorporation or By-laws; (i) The Company will not take a material fact or omit to take any action which action or omission would in any way cause the interest on the Bonds state a material fact required to be subject stated therein or necessary to Federal income tax under make the Code; (j) The Company will cooperate with the Agent in the qualification of the Bonds for offering and sale statements therein not misleading, and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent shall designate and will use its best efforts to continue any such qualification in effect so long as required for the distribution of the Bonds by the Agent, provided Company agrees that the Company shall not above representations, warranties and covenants in this Section 8.1 will be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall not be responsible for compliance with or the consequences of failure to comply with applicable state securities or “Blue Sky” laws; (k) The information contained in the 2005 Remarketing Supplement true and each SEC Report correct both as of the date on which the 2005 Remarketing Supplement or SEC Report was or will be furnished to the Agent, did not this Subscription Agreement is entered into and will not contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements therein, in light as of the circumstances under which they were madeClosing Date. 8.2 The Company agrees that it will indemnify and hold harmless the Subscriber and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not misleading. No limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation is made in this subsection (k), however, with respect to any information furnished in writing to or warranty of the Company by contained herein being untrue in any material respect or on behalf of the Agent specifically for inclusion in the 2005 Remarketing Supplement; (l) The documents incorporated by reference in the 2005 Remarketing Supplement have been prepared any material breach or failure by the Company in conformity to comply with the requirements of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; and (m) Any certificate signed by any authorized officer covenant or officers of the Company and delivered to the Agent shall be deemed a representation agreement made by the Company to the Agent as to the statements made thereinSubscriber in connection therewith.

Representations, Warranties, Covenants and Agreements of the Company. The Company represents, warrants, covenants, and agrees with the Agent as follows: (a) The Company has been duly incorporated and is in good standing under the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona; (b) The Company has full power and authority to take all actions required or permitted to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Installment Sale Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it is a party; (c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Installment Sale Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the 2005 Remarketing Supplement2002 Official Statement; provided, that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (d) This Agreement, the Loan Installment Sale Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto and thereto, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ ' rights or contractual obligations generally; (e) The execution and delivery of this Agreement, the Loan Installment Sale Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated did not upon the date of execution and delivery thereof and will not violate any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinanceindenture, agreement or instrument to which the Company is a party or by which it or any of its properties is bound; (f) All authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of any governmental body, agency or other instrumentality or court required in connection with the execution, delivery and performance by the Company of this Agreement, the Tender Agreement, the Continuing Disclosure Agreement, the Loan Installment Sale Agreement and any other agreement or instrument to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents have been obtained, given or taken and are in full force and effect, provided that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (g) Except as described in the 2005 Remarketing Supplement 2002 Official Statement or any SEC Report, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company or the transactions contemplated by this Agreement or by the 2005 Remarketing Supplement 2002 Official Statement or which would materially adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement, the Loan Installment Sale Agreement, the Tender Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contemplated by this Agreement or the 2005 Remarketing Supplement2002 Official Statement. (h) The Company is not in violation of any provision of its Articles of Incorporation or By-laws; (i) The Company will not take or omit to take any action which action or omission would in any way cause the interest on the Bonds to be subject to Federal income tax under the Code; (j) The Company will cooperate with the Agent in the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent shall designate and will use its best efforts to continue any such qualification in effect so long as required for the distribution of the Bonds by the Agent, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall not be responsible for compliance with or the consequences of failure to comply with applicable state securities or “"Blue Sky” " laws; (k) The information contained in the 2005 Remarketing Supplement 2002 Official Statement and each SEC Report as of the date on which the 2005 Remarketing Supplement 2002 Official Statement or SEC Report was or will be is furnished to the Agent, did not and will not contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made in this subsection (k), however, with respect to any information furnished in writing to the Company by or on behalf of the Agent specifically for inclusion in the 2005 Remarketing Supplement2002 Official Statement; (l) The documents incorporated by reference in the 2005 Remarketing Supplement 2002 Official Statement have been prepared by the Company in conformity with the requirements of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; and (m) Any certificate signed by any authorized officer or officers of the Company and delivered to the Agent shall be deemed a representation by the Company to the Agent as to the statements made therein.

Representations, Warranties, Covenants and Agreements of the Company. The Company represents, warrants, covenants, and agrees with the Agent as follows: (a) The Company has been duly incorporated and is in good standing under the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona; (b) The Company has full power and authority to take all actions required or permitted to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect relating to the Series A Bonds dated as of August 1, 2005 and the Continuing Disclosure Agreement relating to the Series B Bonds and the Series C Bonds dated August 1, 2005 (collectively, the “Continuing Disclosure AgreementAgreements”) and any other instrument or agreement relating thereto to which it is a party; (c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement Agreements and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the 2005 Remarketing SupplementOfficial Statements; provided, that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (d) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement Agreements and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto and thereto, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ rights or contractual obligations generally; (e) The execution and delivery of this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement Agreements and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated did not upon the date of execution and delivery thereof and will not violate any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinanceindenture, agreement or instrument to which the Company is a party or by which it or any of its properties is bound; (f) All authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of any governmental body, agency or other instrumentality or court required in connection with the execution, delivery and performance by the Company of this Agreement, the Tender Agreement, the Continuing Disclosure AgreementAgreements, the Loan Agreement and any other agreement or instrument to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents have been obtained, given or taken and are in full force and effect, provided that no representation is made with respect to compliance with the securities or “Blue Sky” laws of the various states of the United States; (g) Except as described in the 2005 Remarketing Supplement Official Statements or any SEC Report, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company or the transactions contemplated by this Agreement or by the 2005 Remarketing Supplement Official Statements or which would materially adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement Agreements or any other agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contemplated by this Agreement or the 2005 Remarketing SupplementOfficial Statements. (h) The Company is not in violation of any provision of its Articles of Incorporation or By-laws; (i) The Company will not take or omit to take any action which action or omission would in any way cause the interest on the Bonds to be subject to Federal income tax under the Code; (j) The Company will cooperate with the Agent in the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent shall designate and will use its best efforts to continue any such qualification in effect so long as required for the distribution of the Bonds by the Agent, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall not be responsible for compliance with or the consequences of failure to comply with applicable state securities or “Blue Sky” laws; (k) The information contained in the 2005 Remarketing Supplement Official Statements and each SEC Report as of the date on which each of the 2005 Remarketing Supplement Official Statements or SEC Report was or will be is furnished to the Agent, did not and will not contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made in this subsection (k), however, with respect to any information furnished in writing to the Company by or on behalf of the Agent specifically for inclusion in the 2005 Remarketing SupplementOfficial Statements; (l) The documents incorporated by reference in the 2005 Remarketing Supplement Official Statements have been prepared by the Company in conformity with the requirements of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; and (m) Any certificate signed by any authorized officer or officers of the Company and delivered to the Agent shall be deemed a representation by the Company to the Agent as to the statements made therein.

Representations, Warranties, Covenants and Agreements of the Company. The Company represents, warrants, covenants, and agrees with the Agent as follows: (a) The Company has been duly incorporated and is in good standing under the laws of the State of Texas, has corporate power and authority to own its properties and to conduct its business and possesses all material licenses and approvals necessary for the conduct of its business and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and Arizona; (b) The Company has full power and authority to take all actions required or permitted to be taken by it by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement with respect to the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Agreement”) and any other instrument or agreement relating thereto to which it is a party; (c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date for: (i) the execution, delivery and performance of this Agreement, the Tender Agreement, the Loan Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the 2005 Remarketing Supplement2002 Official Statement; provided, that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (d) This Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, when duly and validly executed and delivered by the parties hereto and thereto, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors’ ' rights or contractual obligations generally; (e) The execution and delivery of this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, the compliance with the terms, conditions or provisions hereof and thereof, and the consummation of the transactions herein and therein contemplated did not upon the date of execution and delivery thereof and will not violate any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinanceindenture, agreement or instrument to which the Company is a party or by which it or any of its properties is bound; (f) All authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of any governmental body, agency or other instrumentality or court required in connection with the execution, delivery and performance by the Company of this Agreement, the Tender Agreement, the Continuing Disclosure Agreement, the Loan Agreement and any other agreement or instrument to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents have been obtained, given or taken and are in full force and effect, provided that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (g) Except as described in the 2005 Remarketing Supplement 2002 Official Statement or any SEC Report, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company or the transactions contemplated by this Agreement or by the 2005 Remarketing Supplement 2002 Official Statement or which would materially adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement, the Loan Agreement, the Tender Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contemplated by this Agreement or the 2005 Remarketing Supplement2002 Official Statement. (h) The Company is not in violation of any provision of its Articles of Incorporation or By-laws; (i) The Company will not take or omit to take any action which action or omission would in any way cause the interest on the Bonds to be subject to Federal income tax under the Code; (j) The Company will cooperate with the Agent in the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent shall designate and will use its best efforts to continue any such qualification in effect so long as required for the distribution of the Bonds by the Agent, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall not be responsible for compliance with or the consequences of failure to comply with applicable state securities or “"Blue Sky” " laws; (k) The information contained in the 2005 Remarketing Supplement 2002 Official Statement and each SEC Report as of the date on which the 2005 Remarketing Supplement 2002 Official Statement or SEC Report was or will be is furnished to the Agent, did not and will not contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made in this subsection (k), however, with respect to any information furnished in writing to the Company by or on behalf of the Agent specifically for inclusion in the 2005 Remarketing Supplement2002 Official Statement; (l) The documents incorporated by reference in the 2005 Remarketing Supplement 2002 Official Statement have been prepared by the Company in conformity with the requirements of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; and (m) Any certificate signed by any authorized officer or officers of the Company and delivered to the Agent shall be deemed a representation by the Company to the Agent as to the statements made therein.

Representations, Warranties, Covenants and Agreements of the Company. The Company Company, by its acceptance hereof, represents, warrants, covenants, covenants and agrees with the Agent Underwriters and the Authority as follows: (a) The Company has been duly incorporated and is in good standing under the laws of the State of TexasNew York, is qualified to do business in the State of New York and in every other jurisdiction where the nature of its business requires it to be so qualified, is not required to be qualified to do business in any other jurisdiction, has corporate power and authority to own its properties and to conduct its business and, except as described in the Preliminary Official Statement and the Official Statement, possesses all material licenses and approvals necessary for the conduct of its business as described in the Preliminary Official Statement and the Company is duly qualified to do business and is in good standing as a foreign corporation in the States of New Mexico and ArizonaOfficial Statement; (b) The Company has full corporate power and authority to execute and deliver, to take all actions required or permitted to be taken by it the Company by or under, and to perform its obligations and observe the covenants and agreements on its part contained in, and to engage in the transactions contemplated on its part by, this Bond Purchase Agreement, the Tender Company's Disclosure Certificate, the Participation Agreement, the Loan Insurance Agreement, the Continuing Disclosure Agreement with respect to Company Note and the Bonds dated as of August 1, 2005 (the “Continuing Disclosure Tax Regulatory Agreement”) and any other instrument or agreement relating thereto to which it is a party; (c) The Company has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date forfor the authorization of: (i) the execution, delivery and performance by the Company of this Bond Purchase Agreement, the Tender Participation Agreement, the Loan Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Insurance Agreement and any other instrument or agreement to which it is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents, Company's Disclosure Certificate and (ii) the carrying out, giving effect to, consummation and performance by the Company of the transactions and obligations contemplated hereby hereby, thereby and by the 2005 Remarketing SupplementPreliminary Official Statement and the Official Statement; provided, that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (d) This Bond Purchase Agreement has been duly executed and delivered by the Company. This Bond Purchase Agreement, the Loan Participation Agreement, the Tender Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Insurance Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, Company's Disclosure Certificate when duly and validly executed and delivered by the parties hereto and thereto, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws, judicial decisions or principles of equity laws relating to or affecting the enforcement of creditors’ ' rights or contractual obligations generallygenerally or by principles of equity or judicial discretion and except as rights of indemnification or contribution under this Bond Purchase Agreement may be limited by applicable securities laws or principles of public policy and except as indemnification provisions of this Bond Purchase Agreement purport to indemnify the Authority or the Underwriters against their own gross negligence or willful misconduct; (e) The execution and delivery by the Company of this Bond Purchase Agreement, the Loan Participation Agreement, the Tender Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Insurance Agreement and any other instrument or agreement to which the Company is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documentsCompany's Disclosure Certificate, the compliance by the Company with the terms, conditions or provisions hereof and thereof, and the consummation by the Company of the transactions contemplated herein and therein contemplated did do not upon the date of execution and delivery thereof and will not violate any existing law or any material regulation, rule, order, writ, injunction or decree of any court court, Federal or state regulatory body, administrative agency or other governmental instrumentality body applicable to the Company, or contravene the Certificate of Incorporation or by-laws of the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any material mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company pursuant to the terms of its Articles of Incorporation or By-laws, or any mortgage, Ordinanceindenture, agreement or instrument to which the Company is a party or by which it or any of its properties is boundbound or result in the creation or imposition of any mortgage, lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Company other than any liens, charges, security interests or encumbrances created, permitted or contemplated by the Participation Agreement or the Company Note; (f) All On and as of the Closing Date, all authorizations, consents and approvals of, notices to, registrations or filings with, or actions in respect of of, any governmental body, agency agency, regulatory authority or other instrumentality or court required to be obtained, given or taken on behalf of the Company in connection with the offering and sale of the Bonds, the procurement of the Insurance Policy and the execution, delivery and performance by the Company of this Bond Purchase Agreement, the Tender Participation Agreement, the Continuing Disclosure Company Note, the Tax Regulatory Agreement, the Loan Insurance Agreement and any other agreement or instrument the Company's Disclosure Certificate, including, without limitation, orders of the Public Service Commission of the State of New York with respect to which the issuance of the Company is a party Note and which has been or will be executed in connection with the consummation execution and delivery by the Company of the transactions contemplated by the foregoing documents Participation Agreement, will have been obtained, given or taken and are will be in full force and effect, provided that no representation is made with respect to compliance with the securities or “"Blue Sky” " laws of the various states of the United States; (g) Except as described stated in the 2005 Remarketing Supplement or any SEC ReportOfficial Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, or to the best knowledge of the Company, any basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other) or results of operations of the Company or the transactions contemplated by this Bond Purchase Agreement or by the 2005 Remarketing Supplement Participation Agreement, the Company Note, the Indenture, the Tax Regulatory Agreement, the Insurance Policy, the Insurance Agreement or the Company's Disclosure Certificate, or which would materially adversely affect the validity or enforceability ofof the Bonds or the Indenture, or the authority or ability of the Company to perform its obligations under, this Bond Purchase Agreement, the Loan Participation Agreement, the Tender Company Note, the Tax Regulatory Agreement, the Continuing Disclosure Agreement or any other agreement or instrument to which the Company is a party and which is used or contemplated for use in consummation of the transactions contemplated by this Insurance Agreement or the 2005 Remarketing Supplement.Company's Disclosure Certificate; (h) The Company is not in violation default under any indenture or other agreement or instrument governing outstanding indebtedness issued by the Company, nor has any event occurred and is continuing which with notice or the passage of time or both would constitute a default under any provision of its Articles of Incorporation or Bysuch document, and the Company is in compliance with all prior undertakings pursuant to Rule 15c2-laws12(b)(5); (i) The financial statements included as part of the Company Appendix present fairly the financial position, results of operation and cash flows of the Company at the respective dates and for the respective periods indicated, all in conformity with generally accepted accounting principles applied (except as otherwise noted) on a consistent basis throughout the periods involved. The Company has no material contingent obligation which is not disclosed in the Company Appendix; (j) The Bonds, the Indenture, the Participation Agreement, the Company Note, the Project, the Tax Regulatory Agreement, the Insurance Policy, the Insurance Agreement and the Company's Disclosure Certificate conform in all material respects to the descriptions thereof or statements in respect thereof in the Official Statement; (k) Except as reflected in or contemplated by the Official Statement, subsequent to the dates as of which information is given in the Official Statement and prior to the date hereof there has been no material adverse change or a prospective adverse change in the properties, business, condition (financial or other) or results of operations of the Company, whether or not arising from transactions in the ordinary course of business; (l) The Company will not take or omit to take any action which action or omission (i) would in any way cause the interest on proceeds from the sale of the Bonds to be subject applied in a manner contrary to Federal income tax under that provided for in the CodeIndenture, the Participation Agreement and the Tax Regulatory Agreement or (ii) would result in a breach of the covenants contained in Section 5.04 of the Participation Agreement; (jm) The Company will cooperate with the Agent Underwriters and their counsel in the arrangements for the qualification of the Bonds for offering and sale and the determination of the eligibility of the Bonds for investment under the laws of such jurisdictions as the Agent Underwriters shall designate and will use its best efforts to continue cooperate in the continuation of any such qualification qualifications in effect so long as required for the distribution of the Bonds by the AgentUnderwriters, provided that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now so subject. It is understood that the Company shall is not be responsible for compliance with or the consequences of failure to comply with applicable state the securities or “"Blue Sky” laws" laws of the various states of the United States; (kn) The descriptions and information contained in the 2005 Remarketing Supplement Preliminary Official Statement as of its date was, and each SEC Report in the Official Statement is, and as of the date on which Closing Date will be, true and correct and does not, and as of the 2005 Remarketing Supplement or SEC Report was or Closing Date will be furnished to the Agentnot, did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, provided that no representation is made with respect to the Authority Information, the DTC Information, the Underwriters Information, the Insurer Information or the Opinion Appendix, or any statements in or omissions from the Preliminary Official Statement or the Official Statement under the heading "TAX MATTERS." Until the end of the underwriting period, the Company will advise the Authority and will not omit the Underwriters promptly if the Company believes that the information contained in the Official Statement contains any untrue or incorrect statement or misleading statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made If at any time from the date hereof until 90 days following the end of the underwriting period, when, in this subsection (k)the opinion of the Underwriters, howeverthe Official Statement should be delivered in connection with the sale of the Bonds, with respect to any information furnished in writing event occurs as a result of which, if the event relates to the Company, in the opinion of counsel to the Company, the Official Statement (except for the Authority Information, the DTC Information, the Underwriters Information, the Insurer Information, the Opinion Appendix or any statements in or omissions from the Official Statement under the heading "TAX MATTERS", as to which the Company by makes no representation or on behalf warranty) as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the Agent specifically for inclusion circumstances under which they were made, not misleading, the Company will cooperate with the Underwriters in the 2005 Remarketing Supplementpreparing an amendment or supplement which will correct such statement or omission; (lo) The documents incorporated by reference Company will furnish or cause to be furnished to the Underwriters copies of the Indenture, the Participation Agreement, the Tax Regulatory Agreement, the Insurance Agreement, the Company's Disclosure Certificate and the Official Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the 2005 Remarketing Supplement have been prepared by Underwriters may reasonably request; (p) The Company will not amend or supplement the Official Statement without the consent of the Underwriters and the Authority; (q) The Company will advise the Authority and the Underwriters promptly of the institution of any legal or regulatory proceedings of which the Company has knowledge affecting the use of the Official Statement in conformity connection with the requirements offer and sale of the Exchange Act and the rules and regulations thereunder and such documents have been timely filed as required thereby; andBonds; (mr) Any certificate authorized by resolution of the Company, signed by any authorized officer or officers of the Company and delivered to the Agent Authority or the Underwriters, shall be deemed a representation by the Company to the Agent Authority or the Underwriters, as the case may be, as to the statements made therein; (s) The Insurance Policy will be in full force and effect on the Closing Date; and (t) The Company will undertake, pursuant to the Company's Disclosure Certificate to provide certain annual financial information and notices of the occurrence of certain events, if material. A form of the Company's Disclosure Certificate is set forth in the Disclosure Certificate Appendix to the Official Statement.