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DOCUMENT: form8k-100819.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: October 8, 2019
(Date of earliest event reported)

THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)

PENNSYLVANIA
001-34245
23-1242500
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
130 EAST MARKET STREET, YORK, PENNSYLVANIA
17401
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code (717) 845-3601

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company  ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ◻

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, NO PAR VALUE
YORW
The NASDAQ Global Select Market
(Title of Class)
(Trading Symbol)
(Name of Each Exchange on Which Registered)


THE YORK WATER COMPANY


Item 1.01
Entry into a Material Definitive Agreement.

The disclosure required by this item is included in Item 2.03 below and incorporated herein by reference.


Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 8, 2019, the Pennsylvania Economic Development Financing Authority, or “PEDFA”, issued $10,500,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds, Series A of 2019 (The York Water Company Project) (the “Series A Bonds”) and $14,870,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds, Series B of 2019 (The York Water Company Project) (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”) for our benefit pursuant to the terms of a Trust Indenture, dated as of September 1, 2019 (the “Indenture”), between PEDFA and Manufacturers and Traders Trust Company, as Trustee.  PEDFA then loaned the proceeds of the issuance and sale of the Bonds to us pursuant to a Loan Agreement, dated as of September 1, 2019 (the “Loan Agreement”), between us and PEDFA.  The Loan Agreement provides for a $10,500,000 loan with a maturity date of October 1, 2036 and a $14,870,000 loan with a maturity date of November 1, 2038, corresponding to the principal amount and maturity date of the Series A Bonds and the Series B Bonds, respectively.  Amounts outstanding under the Loan Agreement are our direct general obligations.  The proceeds of the loan were used to redeem the $10,500,000 4.75% York County Industrial Development Authority Exempt Facilities Revenue Bonds, Series 2006 (The York Water Company Project) and the $14,870,000 4.50% PEDFA Exempt Facilities Revenue Refunding Bonds, Series 2014 (The York Water Company Project).

Under the terms of the Loan Agreement, we agreed to repay the loan by periodically depositing in the  debt service fund under the Indenture all amounts sufficient to pay the principal of, and premium, if any, and interest on the Bonds as they become due and payable, and to pay certain of the administrative expenses of PEDFA and the Trustee in connection with the Bond.  The Bonds, and therefore our loan under the Loan Agreement, will bear interest at a rate of 3.00% per annum with respect to the principal of the Series A Bonds and 3.10% per annum with respect to the principal of the Series B Bonds.

The Loan Agreement further provides that, in the event we fail to make any of the payments required under the loan agreement, the item or installment so in default will continue as an obligation until the amount in default has been fully paid, and we will pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due as provided in the Indenture.  In addition, if, subsequent to a date on which we are obligated to make payments, losses are incurred in respect of any investments, or any other event has occurred causing the money in the debt service fund under the Indenture, together with any other money then held by the Trustee and available for the purpose, to be less than the amount sufficient at the time of such occurrence or other event to pay all debt service due and payable or to become due and payable on the bonds, the Trustee will notify us of such fact and thereafter we will pay to the Trustee for deposit in its debt service fund the amount of any such deficiency.  Furthermore, the Loan Agreement provides that, in the event payment of the principal of and the interest on the bonds is accelerated upon the occurrence of an event of default under the Indenture, all amounts payable under the Loan Agreement for the remainder of the term will become immediately due and payable.

Pursuant to the Indenture and the Loan Agreement, the Bonds are subject to redemption by PEDFA, upon our written request, on or after October 1, 2029 for the Series A Bonds and November 1, 2029 for the Series B Bonds, in whole or in part at any time, in certain authorized denominations, at a redemption price of 100% of the principal amount redeemed plus accrued interest, if any, to the redemption date.  In addition, if interest paid on the Bonds to the bondholders pursuant to the Indenture becomes taxable to them, the Indenture may require PEDFA to redeem the bonds.  If redemption of the Bonds is required pursuant to the provisions of the Indenture, the Loan Agreement provides that we are to promptly make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds due on such redemption date.



The Loan Agreement contains certain covenants and provisions that affect us, including, without limitation, covenants and provisions that:

restrict our ability to create or incur certain indebtedness (subject to enumerated exceptions);
restrict our ability to create or incur certain liens on our property (subject to enumerated exceptions); and
restrict our ability to declare or pay any dividends on any shares of our capital stock, purchase or redeem any shares of our capital stock or make any other payment or distribution in respect of our capital stock (subject to enumerated exceptions).

The Loan Agreement also contains certain events of default applicable to us, the occurrence of which shall entitle the Trustee to exercise certain rights and remedies, including acceleration of all amounts payable by us under the Loan Agreement.

A copy of the Loan Agreement is filed as Exhibit 10.1 to this report.  A copy of the Indenture is filed as Exhibit 10.2 to this report.


Item 9.01
Financial Statements and Exhibits.
   
(d) Exhibits.
 
   
Exhibit No.
Description of Exhibit
   



THE YORK WATER COMPANY


SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 
THE YORK WATER COMPANY
   
   
  /s/ Matthew E. Poff
Date: October 9, 2019
Matthew E. Poff
 
Chief Financial Officer


DOCUMENT: exhibit10_1-100819.htm



LOAN AGREEMENT

BETWEEN
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY
(THE “ISSUER”)
AND
THE YORK WATER COMPANY
(THE “COMPANY”)

DATED AS OF SEPTEMBER 1, 2019



TABLE OF CONTENTS
ARTICLE I DEFINITIONS AND CERTAIN RULES OF INTERPRETATION
SECTION 1.1.  Definitions.
SECTION 1.2.  Certain Rules of Interpretation.
ARTICLE II REPRESENTATIONS
SECTION 2.1.  Representations and Findings of Issuer.
SECTION 2.2.  Representations by the Company.
ARTICLE III  THE REFUNDING PROJECT
SECTION 3.1.  Acquisition and Construction.
ARTICLE IV LOAN AND REPAYMENT; OPERATION OF PROJECT
SECTION 4.1.  Loan of Bond Proceeds.
SECTION 4.2.  Repayment of Loan.
SECTION 4.3.  Operation.
SECTION 4.4.  Insurance.
SECTION 4.5.  Maintenance and Repair.
SECTION 4.6.  Right to Discontinue Operation of Project.
SECTION 4.7.  Insurance and Condemnation Awards.
SECTION 4.8.  Workers’ Compensation Coverage.
SECTION 4.9.  Taxes, Claims for Labor and Materials, Compliance with Laws.
SECTION 4.10.  Issuer’s Limited Liability.
SECTION 4.11.  Right of Inspection.
ARTICLE V ISSUANCE OF BONDS; SECURITY; INVESTMENTS
SECTION 5.1.  Issuance of Bonds.
SECTION 5.2.  Security for the Bonds.
SECTION 5.3.  Redemption of the Refunded Bonds.
SECTION 5.4.  Investment of Funds.
ARTICLE VI COMPANY OBLIGATIONS; PROVISIONS FOR PAYMENT; COVENANTS
SECTION 6.1.  Company Approval of Issuance of Bonds.
SECTION 6.2.  Refunding of Bonds.
SECTION 6.3.  Redemption of Bonds.
SECTION 6.4.  Installment Loan Payments.
SECTION 6.5.  Administrative Expenses.
SECTION 6.6.  Payments to Issuer and Local IDA.
SECTION 6.7.  Obligations of the Company Absolute and Unconditional.
SECTION 6.8.  Option to Prepay Amounts Under Loan Agreement in Certain Events.
SECTION 6.9.  Company’s Performance Under Indenture.
SECTION 6.10.  Covenants Regarding Tax Exemption.
SECTION 6.11.  Bonds Purchased in Lieu of Redemption.
SECTION 6.12.  Nondiscrimination - Sexual Harassment.
SECTION 6.13.  Right to Know.
ARTICLE VII PARTICULAR AGREEMENTS
SECTION 7.1.  Indemnified Parties’ Release and Indemnification Provisions.
SECTION 7.2.  Maintenance of Corporate Existence.
SECTION 7.3.  Financial Information.
SECTION 7.4.  Agreement of Issuer Not to Assign or Pledge.
SECTION 7.5.  Reference to Bonds Ineffective after Bonds Paid.
SECTION 7.6.  Assignment, Sale or Lease of Project.
SECTION 7.7.  Amendment of Loan Agreement or Indenture.
SECTION 7.8.  Waiver of Vendor’s Lien.
SECTION 7.9.  Limitations on Certain Indebtedness.
SECTION 7.10.  Limitation on Liens.
SECTION 7.11.  Dividends, Stock Purchases.
SECTION 7.12.  [Reserved.]
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
SECTION 8.1.  Defaults and Remedies.
SECTION 8.2.  Annulment of Acceleration.
SECTION 8.3.  Agreement to Pay Attorneys’ Fees and Expenses.
SECTION 8.4.  General Enforcement Provisions.
SECTION 8.5.  Notice of Default.
SECTION 8.6.  Unassigned Issuer’s Rights.
SECTION 8.7.  Determination of Taxability Not an Event of Default.
ARTICLE IX MISCELLANEOUS
SECTION 9.1.  Term of Loan Agreement.
SECTION 9.2.  Notices.
SECTION 9.3.  Benefit of Parties.
SECTION 9.4.  Severability.
SECTION 9.5.  Counterparts.
SECTION 9.6.  Captions.
SECTION 9.7.  Law Governing Construction of Loan Agreement.
SECTION 9.8.  Payments on Non-Business Days.
SECTION 9.9.  Payments to be Sufficient to Meet DTC Requirements.
SECTION 9.10.  Reserved.
SECTION 9.11.  Limitation of Liability: No Personal Liability.
EXHIBIT A PROJECT DESCRIPTION
EXHIBIT B NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE
EXHIBIT C RIGHT-TO-KNOW LAW


LOAN AGREEMENT
This Loan Agreement dated as of September 1, 2019, between the Pennsylvania Economic Development Financing Authority (the “Issuer”), a public instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and a public body corporate and politic organized and existing under the Pennsylvania Economic Development Financing Law, as amended (the “Act”) of the Commonwealth, and The York Water Company, a Pennsylvania corporation (the “Company”).
WITNESSETH:
WHEREAS, the Act declares that there is a critical need for the production of water suitable for public use and consumption, that in order to insure continuing supplies of water resources at reasonable rates, it is necessary to provide additional means of financing projects directed to such production, and that to protect the health, safety and general welfare of the people of the Commonwealth and to further encourage economic development and efficiency within the Commonwealth by providing basic services and facilities, it is necessary to provide additional or alternative means of financing facilities for the furnishing of water; and
WHEREAS, the Issuer is authorized to enter into agreements providing for the loan financing of “projects” within the meaning of the Act that promote any of the public purposes set forth in the Act; and
WHEREAS, the York County Industrial Development Authority has issued its York County Industrial Development Authority Exempt Facilities Revenue Bonds, Series 2006 (The York Water Company Project) (the “2006 Bonds”) currently outstanding in the aggregate principal amount of $10,500,000 to provide funds to loan to the Company for the financing of (i) a portion of the Company’s 2006 Capital Budget, including, but not limited to the design, acquisition, construction, improvement, renovation, equipping and installation of (a) various structures, including distribution buildings, booster stations, pumping stations, and various plant and ancillary buildings, (b) spillway upgrades, standpipes, transmission and distribution mains, service lines, meters, fire hydrants, and pumping, water treatment and purification equipment, and (c) various other capital improvements, replacements and equipment for the Company’s water system located throughout York County, Pennsylvania, and (ii) the payment of all or a portion of the costs of issuance of the 2006 Bonds (the “2006 Bonds Project”); and
WHEREAS, the Issuer has issued its Exempt Facilities Revenue Bonds, Series 2008B (The York Water Company Project) (the “2008B Bonds”) to provide funds to loan to the Company for the financing of (i) a portion of the Company's 2008 Capital Budget, including, but not limited to the design, acquisition, construction, improvement, extension, renovation, equipping and installation of (a) various structures, including distribution buildings, booster stations, pumping stations, and various plant and ancillary buildings, (b) spillway upgrades, standpipes, transmission and distribution mains, service lines, meters, fire hydrants, water treatment, pumping and purification equipment, and (c) various other capital improvements, replacements and equipment for the Company’s water system located throughout York County and Adams County, Pennsylvania, and (ii) the payment of all or a portion of the costs of issuance of the 2008B Bonds (the “2008B Bonds Project”); and
WHEREAS, the Issuer has issued its Exempt Facilities Revenue Refunding Bonds, Series 2014 (The York Water Company Project) (the “2014 Bonds,” and together with the 2006 Bonds, the “Refunded Bonds”) currently outstanding in the aggregate principal amount of $14,870,000 to provide funds to loan to the Company for the financing of the current refunding of the 2008B Bonds (the “2014 Bonds Project,” and together with the 2006 Bonds Project and 2008B Bonds Project, the “Project”); and
WHEREAS, at the request of the Company, the Issuer has determined to issue $10,500,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds, Series A of 2019 (The York Water Company Project) (the “2019A Bonds”), in order to refund the outstanding 2006 Bonds for debt service savings (the “Series A Refunding Project”); and
WHEREAS, at the request of the Company, the Issuer has determined to issue $14,870,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds, Series B of 2019 (The York Water Company Project) (the “2019B Bonds,” and together with the 2019A Bonds, the “Bonds”) in order to refund the outstanding 2014 Bonds for debt service savings (the “Series B Refunding Project,” and together with the Series A Refunding Project, the “Refunding Project”); and
WHEREAS, the Issuer will enter into this Loan Agreement with the Company, under the terms of which the Company will agree to repay the loan of the proceeds of the Bonds by paying to the Issuer moneys sufficient to pay the principal of, and premium (if any) and interest on the Bonds as the same become due and payable and to pay certain administrative expenses in connection with the Bonds; and
WHEREAS, as security for the payment of said Bonds, the Issuer will assign and pledge to Manufacturers and Traders Trust Company, as trustee (the “Trustee”) under the terms of the Trust Indenture dated as of September 1, 2019 (the “Indenture”) certain rights, title and interest of the Issuer in (i) this Loan Agreement (except for the indemnification rights and expense reimbursement rights contained herein), and (ii) all amounts on deposit from time to time in the various funds created in, and subject to the conditions set forth in, the Indenture;
NOW THEREFORE, in consideration of the covenants and agreements herein made, and subject to the conditions herein set forth, the Issuer and the Company, intending to be legally bound, covenant and agree as follows:
ARTICLE I
DEFINITIONS AND CERTAIN RULES OF INTERPRETATION
SECTION 1.1.  Definitions.
All words and terms as used in this Loan Agreement shall have the same meanings given such words and terms in the Indenture, unless the context or use clearly indicates another or different meaning or intent. In addition, the terms defined in the recitals to this Loan Agreement shall have the meanings set forth therein and the following words and terms as used in this Loan Agreement shall have the following meanings, unless the context or use clearly indicates another or different meaning or intent:
Bond Resolution” means the resolution of the governing body of the Issuer adopted on August 20, 2019 authorizing the issuance of the Bonds.
Capitalized Lease” shall mean any lease, the obligation for Rentals with respect to which is required to be capitalized on a balance sheet of the lessee in accordance with generally accepted accounting principles.
Capitalized Rentals” shall mean as of the date of any determination the amount at which the aggregate Rentals due and to become due under all Capitalized Leases under which the Company is a lessee would be reflected as a liability on a balance sheet of the Company.
Costs of Issuance” means all costs and expenses incurred by the Issuer, the Local IDA or the Company in connection with the issuance and sale of the Bonds, including without limitation (i) fees and expenses of accountants, attorneys, engineers, credit enhancers and financial advisors, (ii) materials, supplies, and printing and engraving costs, (iii) recording and filing fees, (iv) rating agency fees, (v) the initial and first year’s annual fees and expenses (including, without limitation, counsel fees and expenses) of the Trustee, (vi) any underwriters’ discount or fee and expenses and (vii) the Issuer’s issuance fee and administrative and overhead expenses as provided in Section 6.6 of this Loan Agreement.
Department” means the Department of Community and Economic Development of the Commonwealth.
Default” shall mean any event or condition, the occurrence of which would, with the lapse of time or the giving of notice, or both, constitute an Event of Default as defined in Section 8.1 hereof.
Disqualified Contractor” means a Person which has been suspended or debarred by the Commonwealth under its Contractor Responsibility Program, Management Directive 215.9, as amended or replaced by a successive directive rule, regulation or statute from time to time or has been convicted by a court of competent jurisdiction of a crime for which a term of imprisonment of one year or more could have been imposed, and any Person controlled by a Person which has been so suspended, debarred or convicted.
Environmental Legal Requirement” shall mean any applicable law relating to public health, safety or the environment, including, without limitation, relating to releases, discharges or emissions to air, water, land or groundwater, to the withdrawal or use of groundwater, to the use and handling of polychlorinated biphenyls or asbestos, to the disposal, treatment, storage or management of solid or hazardous wastes or to exposure to toxic or hazardous materials, to the handling, transportation, discharge or release of gaseous or liquid substances and any regulation, order, notice or demand issued pursuant to such statute or ordinance, in each case applicable to the Property of the Company or the operation, construction or modification of any thereof, including without limitation the following: the Clean Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act as amended by the Solid and Hazardous Waste Amendments of 1984, the Occupational Safety and Health Act, the Emergency Planning and Community Right-to-Know Act of 1986, the Solid Waste Disposal Act, the Pennsylvania Safe Drinking Water Act and any other state statutes addressing similar matters, and any state statute providing for financial responsibility for cleanup or other actions with respect to the release or threatened release of hazardous substances and any state nuisance statute.
Excepted Encumbrances” shall mean any of the following:
(a)
liens for taxes, assessments or governmental charges not delinquent and liens for workers’ compensation awards and similar obligations not delinquent and undetermined liens or charges incidental to construction;
(b)
any liens securing Indebtedness neither assumed nor guaranteed by the Company on which it customarily pays interest, existing in or relating to real estate acquired by the Company for transmission, distribution or right-of-way purposes;
(c)
easements or reservations in any Property of the Company created for the purpose of roads, railroads, railroad side tracks, water and gas transmission and distribution mains, conduits, water power rights of the Commonwealth of Pennsylvania or others, building and use restrictions and defects of title to, or leases of, any parts of the Property of the Company which do not in the opinion of the Company’s counsel materiality impair the use of the Property as an entirety in the operation of the business of the Company;
(d)
undetermined liens and charges incidental to current construction, including mechanics’, laborers’, materialmen’s and similar liens not delinquent;
(e)
any obligations or duties affecting the Property of the Company to any municipality or public authority with respect to any franchise, grant, license, permit or certificate;
(f)
rights reserved to or vested in any municipality or public authority to control or regulate any Property of the Company or to use such Property in a manner which does not materially impair the use of such Property for the purposes for which it is held by the Company;
(g) judgments in course of appeal or otherwise in contest and secured by sufficient bond or security; or
(h) any right of set-off or banker’s lien in favor of any bank lender or any security interest in favor of any bank lender in deposits, moneys, securities or other property in the possession of or on deposit with, or in transit to, such bank lender or any of its affiliates.
Favorable Opinion of Bond Counsel” means an opinion of Bond Counsel, or opinions of Co-Bond Counsel, as appropriate, addressed to the Issuer, the Company and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.
Funded Debt” of any Person shall mean (a) all Indebtedness for borrowed money or which has been incurred in connection with the acquisition of assets in each case having a final maturity of one or more than one year from the date of origin thereof (or which is renewable or extendible at the option of the obligor for a period or periods more than one year from the date of origin), including all payments in respect thereof that are required to be made within one year from the date of any determination of Funded Debt, and (b) all Guaranties of such Indebtedness described in clause (a).
Guaranties” by any Person shall mean all obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect, guaranteeing any Indebtedness, dividend or other obligation, of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person: (a) to purchase such Indebtedness or obligation or any Property or assets constituting security therefor, (b) to advance or supply funds (1) for the purchase or payment of such Indebtedness or obligation, (2) to maintain working capital or other balance sheet condition or, otherwise to advance or make available funds for the purchase or payment of such Indebtedness or obligation, or (c) to lease Property or to purchase Securities or other Property or services primarily for the purpose of assuring the owner of such Indebtedness or obligation of the ability of the primary obligor to make payment of the Indebtedness or obligation, or (d) otherwise to assure the owner of the Indebtedness or obligation of the primary obligor against loss in respect thereof. In any computation of the Indebtedness or other liabilities of the obligor under any Guaranty, the Indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.
Indebtedness” of any Person shall mean and include, without duplication, all (a) obligations of such Person for borrowed money or which has been incurred in connection with the acquisition of Property or assets, (b) obligations secured by any lien or other charge upon Property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations, (c) obligations created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person, notwithstanding the fact that the rights and remedies of the seller, lender or lessor under such agreement in the event of default are limited to repossession or sale of Property, and (d) Capitalized Rentals under any Capitalized Lease. For the purpose of computing the “Indebtedness” of any Person, there shall be excluded any particular Indebtedness to the extent that, upon or prior to the maturity thereof, there shall have been deposited with the proper depositary in trust the necessary funds (or evidences of such Indebtedness, if permitted by the instrument creating such Indebtedness) for the payment, redemption or satisfaction of such Indebtedness; and thereafter such funds and evidences of Indebtedness so deposited shall not be included in any computation of the assets of such Person.
Indemnified Parties” means the Issuer, the Local IDA, the Trustee, the Paying Agent and any of their respective officers, directors, members, commissioners, employees, agents, servants and any other person acting for or on behalf of the Issuer, the Trustee or the Paying Agent.
Installment Loan Payment(s)” means payments required to be made by the Company to pay the Debt Service on the Bonds, as provided for in Section 6.4(b), (c), (d) and (f) of this Loan Agreement, including the principal of, premium, if any (whether at stated maturity, upon redemption prior to stated maturity, or upon acceleration of stated maturity), and interest on the Bonds when due.
Loan Agreement” means this Loan Agreement, and all amendments and supplements hereto.
Local IDA” means the York County Industrial Development Authority, a governmental entity of the Commonwealth in its capacity as an applicant sponsor for the Refunding Project.
Plant Account” shall mean the plant account under the Pennsylvania Public Utilities Commission Uniform System of Accounts for Water Utilities dated November 21, 1946, as the same may be amended from time to time.
Person” means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, a governmental body or a political subdivision, a municipal corporation, public corporation or any other group or organization of individuals.
Priority Debt” means Indebtedness of the Company secured by assets not otherwise permitted by clauses (i) through (iii) of Section 7.10(a) or as an Excepted Encumbrance.
Project” means the facilities described in the recitals hereto and Exhibit A to this Loan Agreement, as amended from time to time as provided herein, and which are being refinanced with the proceeds of the Bonds.
 “Property” or “Properties” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
PUC” shall mean the Pennsylvania Public Utility Commission.
Rentals” shall mean and include all fixed rents (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the Property) payable by the Company, as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by the Company (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called “percentage leases” shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues.
Seasonal Indebtedness” as of the date of any determination thereof shall mean (a) all Indebtedness for money borrowed other than Funded Debt and (b) Guaranties of Seasonal Indebtedness of others.
Security” or “Securities” shall have the same meaning as in Section 2(1) of the Securities Act of 1933, as amended.
Unassigned Issuer’s Rights” means all of the rights of the Issuer to receive insurance under Section 4.4 hereof, to inspect the Project under Section 4.11 hereof, to receive payments and to be reimbursed for attorney’s and other fees and expenses under Sections 6.6 and 8.3 hereof, to be held harmless and indemnified under Section 7.1 hereof, to receive information under Section 7.3, and, to the extent provided in this Agreement, to give or withhold consent to or approval of amendments, modifications, and terminations of this Agreement.
Voting Stock” shall mean Securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).
SECTION 1.2.  Certain Rules of Interpretation.

(a) The definitions set forth in Article I and in the Indenture shall be equally applicable to both the singular and plural forms of the terms therein defined and shall cover all genders.
(b) Herein,” “hereby,” “hereunder,” “hereof,” “hereinbefore,” “hereinafter” and other equivalent words refer to this Loan Agreement and not solely to the particular Article, Section or Subdivision hereof in which such word is used.
(c)
Reference herein to an article number (e.g., Article IV) or a section number (e.g., Section 6.2) shall be construed to be a reference to the designated article number or section number hereof unless the context or use clearly indicates another or different meaning or intent.
(d)
Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa.
(e)
Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons.
(f)
Any headings preceding the text of the several Articles and Sections of this Loan Agreement, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Loan Agreement, nor shall they affect its meaning, construction or effect.
(g)
References to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; and references to agreements and other contractual instruments shall be deemed to include any exhibits and appendices attached thereto and all amendments, supplements and other modifications to such instruments, but only to the extent such amendments, supplements and other modifications are not prohibited by the terms of this Loan Agreement.
(h)
Whenever in this Loan Agreement, the Issuer, the Company or the Trustee is named or referred to, it shall include, and shall be deemed to include, its respective successors and assigns whether so expressed or not.  All of the covenants, stipulations, obligations and agreements by or on behalf of, and other provisions for the benefit of, the Issuer, the Company and the Trustee contained in this Loan Agreement shall inure to the benefit of such respective successors and assigns, bind and shall, inure to the benefit of any officer, board, commission, authority, agency or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Issuer or of its successors or assigns, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions of this Loan Agreement.
(i)
Every “request,” “order,” “demand,” “application,” “appointment,” “notice,” “statement,” “certificate,” “consent,” “direction” or similar action hereunder by persons referred to herein shall, unless the form thereof is specifically provided, be in writing and signed by an Authorized Representative of the person giving it.
ARTICLE II
REPRESENTATIONS

SECTION 2.1.  Representations and Findings of Issuer.

The Issuer hereby confirms its findings and represents that:
(a)
Organization.  The Issuer is a public body corporate and politic established in the Commonwealth pursuant to the laws of the Commonwealth including the Act.  Under the Act, the Issuer has the power to enter into the Indenture, this Loan Agreement and the Bond Purchase Agreement and to carry out its obligations thereunder and hereunder and to issue the Bonds to finance all or a portion of the Project Costs.
(b)
Pending Litigation.  To the knowledge of the Issuer, there are no actions, suits, proceedings, inquiries or investigations pending or threatened against or affecting the Issuer in any court or before any governmental authority or arbitration board or tribunal, which involve the possibility of materially and adversely affecting the transactions contemplated by the Financing Documents or which, in any way, would adversely affect the validity or enforceability of the Financing Documents or the ability of the Issuer to perform its obligations under the Financing Documents.
(c)
Economic Findings.  Based on representations and information furnished to the Issuer by or on behalf of the Company and the Local IDA, the Issuer has found that the Company is engaged in industrial, commercial and/or specialized activities in the Commonwealth requiring substantial capital and creating or maintaining substantial employment opportunities, that the Company’s operations contribute to economic growth and the creation or maintenance of employment opportunities in the Commonwealth, that the Company is financially responsible to assume its obligations prescribed by this Loan Agreement and the Act and that the Project and the facilities refinanced by the Refunding Project constitute “facilities for the furnishing of water” within the meaning of Section 142(a)(4) of the Code.
(d)
Public Purpose Findings.  Based on representations and information furnished to the Issuer by or on behalf of the Company, the Issuer has found that (i) the Project promoted the health, safety and general welfare of the people of the Commonwealth and the public purposes of the Act by alleviating unemployment and maintaining employment at a high level and creating and developing business opportunities in the Commonwealth and aiding in the provision of water; (ii) the interests in land and other property which is part of the Project and the Refunding Project is located within the boundaries of the Commonwealth, which organized the Issuer; and (iii) the Project and Refunding Project constitute a “project” within the meaning of the Act.
(e)
Private Activity Bond Allocations.  The Issuer received an allocation of the tax-exempt private activity bond volume cap of the Commonwealth in an aggregate amount at least equal to the aggregate principal amount of the Refunded Bonds from the Department as required by Section 146 of the Code.
(f)
Project Approvals.  The Refunding Project has been approved by (1) the Local IDA, and (2) the Issuer by adoption of the Bond Resolution as required by the Act.
(g)
No Other Pledges.  The Issuer has not and will not pledge the income and Revenues derived from this Loan Agreement or its other interests in this Loan Agreement or the Indenture other than pursuant to and as set forth in the Indenture.
(h)
No Conflicts.  The execution, delivery and performance by the Issuer of this Loan Agreement and the Indenture and the issuance of the Bonds will not conflict with or create a breach of or default under the Act or other applicable law or any agreement or instrument to which the Issuer is a party or by which it is bound.
(i)
Agreements Are Legal and Authorized.  The adoption of the Bond Resolution, the issuance and sale of the Bonds and the execution and delivery by the Issuer of the Financing Documents, and the compliance by the Issuer with all of the provisions of each thereof and of the Bonds, (i) are within the powers and authority of the Issuer, (ii) have been done in full compliance with the provisions of the Act, are legal and will not conflict with or constitute on the part of the Issuer a violation of or a breach of or default under, or result in the creation of any lien, charge or encumbrance upon any property of the Issuer (other than as contemplated by this Loan Agreement and the Indenture) under the provisions of, any by-law or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties and (iii) have been duly authorized by all necessary action on the part of the Issuer.
(j)
Governmental Consents.  Neither the nature of the Issuer nor any of its activities or properties, nor any relationship between the Issuer and any other Person, nor any circumstance in connection with the offer, issue, sale or delivery of any of the Bonds is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery and performance of the Financing Documents or the offer, issue, sale or delivery of the Bonds, other than those already obtained as of the Issue Date; provided, however, no representation is made herein as to compliance with the securities or “blue sky” laws of any jurisdiction.
(k) No Defaults.  No event has occurred and no condition exists with respect to the Issuer which would constitute an “Event of Default” as defined in the Indenture or which, with the lapse of time or with the giving of notice or both, would become an “Event of Default” under the Indenture.
(l) Limited Obligations.  The Bonds shall be limited obligations of the Issuer and shall be payable by the Issuer solely out of the Revenues.  The Bonds shall never be payable out of any other funds of the Issuer except the Revenues.  Neither the faith and credit nor the taxing power of the Commonwealth, the Issuer, or any other political corporation, subdivision or agency thereof is pledged to the payment of the principal of and premium, if any, or interest on such Bonds.
(m) Requirements Satisfied.  All requirements and conditions specified in the Act and all other laws and regulations applicable to the adoption of the Bond Resolution, the execution and delivery of this Loan Agreement and the Indenture, and the issuance and delivery of the Bonds will be fulfilled prior to the initial delivery of the Bonds to the purchasers thereof.
SECTION 2.2.  Representations by the Company.
The Company makes the following representations as the basis for the undertakings on its part herein contained:
(a) Corporate Organization and Power.  The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth, and (ii) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now being conducted and as presently proposed to be conducted.
(b) Pending Litigation.  Except as set forth in Official Statement dated September 5, 2019, there are no actions, suits, proceedings, inquiries or investigations pending, or to the knowledge of the Company threatened, against or affecting the Company in any court or before any governmental authority or arbitration board or tribunal which could reasonably be expected to involve the possibility of materially and adversely affecting the transactions contemplated by the Financing Documents or which, in any way, would adversely affect the validity or enforceability of the Bonds or the Financing Documents or the legal ability of the Company to perform its obligations under this Loan Agreement.
(c) Agreements Are Valid and Authorized.  The execution and delivery by the Company of this Loan Agreement and the compliance by the Company with all of the provisions hereof (i) are within the corporate power of the Company, (ii) will not conflict with or result in any breach of any of the provisions of, or constitute a default under, any material agreement, charter document, by-law or other material instrument to which the Company is a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its activities or properties, and (iii) have been duly authorized by all necessary action on the part of the Company.  This Loan Agreement, upon the due execution and delivery thereof by the Company and the Issuer, will be a valid and binding obligation of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles of general application relating to or affecting the enforcement of creditors’ rights generally.
(d)
Governmental Consents.  No actions by the Company in connection with the execution, delivery and performance by the Company of this Loan Agreement are such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Company, other than those already obtained as of the Issue Date; provided, however, no representation is made herein as to compliance with the securities or “blue sky” laws of any jurisdiction.
(e)
No Defaults.  No event has occurred and no condition exists with respect to the Company that would constitute an “Event of Default” under the Indenture or which, with the lapse of time or with the giving of notice or both, would become an “Event of Default” under the Indenture.
(f)
Tax Documents.  The representations and statements made by the Company in the Tax Documents are true and correct.
(g)
Project Benefits.  The acquisition, construction, development, design, equipping, testing and installing of the Project helped to promote the employment and the health, safety and general welfare of the residents of the Commonwealth by promoting the continuation and expansion of gainful employment opportunities for such residents, will aid in the provision of water, and did not cause, directly or indirectly, the removal, either in whole or in part, of a plant, facility or establishment from one area of the Commonwealth to another.  The facilities and other fixed property which were part of the Project is located within the boundaries of the Commonwealth and has a substantial connection with the Commonwealth.  The Project consists of land or property of a character subject to allowance for depreciation under Section 167 of the Code and constitutes “facilities for the furnishing of water” within the meaning of Section 142(a)(4) of the Code.
(h)
Operation of Project.  The Company has used and will continue to operate the Project in a manner consistent with the Act for the provision and supply of water until the date on which the Bonds have been fully paid and knows of no reason why the Project will not continue to be so used or operated.
(i)
Tax Information.  The information furnished by the Company and used by the Issuer in preparing the tax certificate and information return pursuant to the Code is accurate and complete in all material respects as of the date of original issuance and delivery of the Bonds.  The aggregate issue price of the Bonds will not exceed the outstanding principal amount of the Refunded Bonds. The Costs of Issuance will not be financed with proceeds of the Bonds.
(j)
Disqualified Contractors. The Company is not a Disqualified Contractor.
(k)
PUC Approval. The Company filed a securities certificate with respect to the Bonds with the PUC, and the PUC voted to register the securities certificate on August 8, 2019, all in accordance with Chapter 19 of the Pennsylvania Public Utility Code.

ARTICLE III
THE REFUNDING PROJECT

SECTION 3.1.  Acquisition and Construction.
 Prior to construction of the Project the Company acquired all interests in land required for construction.  The Project has been completed and placed in service.


ARTICLE IV
LOAN AND REPAYMENT; OPERATION OF PROJECT

SECTION 4.1.  Loan of Bond Proceeds.

To provide funds for the financing of the Refunding Project, the Issuer will issue the Bonds upon the terms and conditions contained in this Loan Agreement and the Indenture and will loan the proceeds thereof to the Company by causing the Bond proceeds to be applied as provided in Article V hereof.  The Company shall pay all Costs of completing the Refunding Project to the extent that such Costs exceed the loan proceeds, including interest earnings, available therefor.
SECTION 4.2.  Repayment of Loan.

The Company will repay the loan of the Bond proceeds by making the payments required by Article VI hereof.

SECTION 4.3.  Operation.

The Company shall continue to operate the Project in such manner as to comply in all material respects with the Act and all applicable requirements of federal, state and local laws and the regulations, rules and orders of any federal, state or local agency, board commission or court having jurisdiction over the Project or the operation thereof, including without limitation applicable zoning, planning, building and environmental laws, regulations, rules and orders; provided that the Company shall be deemed in compliance with this Section so long as it is acting with due diligence to correct any violations of any of the foregoing or contesting in good faith any such requirement by appropriate legal proceedings.  The Company shall pay all costs and expenses of operation and maintenance of the Project, including all applicable taxes.  During such period as the Project is operated in accordance with the provisions of this Loan Agreement, the Company will, within the design capabilities thereof, cause the Project to be operated and maintained in accordance with all applicable, valid and enforceable rules and regulations; provided, that the Company reserves the right to contest in good faith any such rules or regulations or the application thereof to the Project.  It is understood and agreed that the Issuer shall have no duties or responsibilities whatsoever with respect to the operation or maintenance of the Project, or the performance of the Project for its designed purposes.
SECTION 4.4.  Insurance.

Subject to the provisions of Section 4.6 hereof, the Company agrees to maintain, or cause to be maintained, all necessary insurance with respect to the Project in accordance with its customary insurance practices and the practices of Persons operating similar facilities, which may include self-insurance.  All costs of maintaining insurance with respect to the Project shall be paid by the Company, and the Issuer and the Trustee shall have no obligation or liability in this regard.  All general liability insurance policies relating to the Project site or facilities shall name the Issuer and the Trustee as additional insureds as their interests may appear.
SECTION 4.5.  Maintenance and Repair.

Subject to the provisions of Section 4.6 hereof, the Company agrees that it will (i) maintain, or cause to be maintained, the Project and all of its other properties in as reasonably safe condition as its operations shall permit and (ii) maintain, or cause to be maintained, the Project and all of its other properties in good repair and in good operating condition, ordinary wear and tear excepted, making from time to time all necessary repairs thereto and renewals and replacements thereof material to the integrity of the water system or to the provision of adequate service to the Company’s customers.  All costs of operating and maintaining the Project and all of its other properties shall be paid by the Company, and the Issuer shall have no obligation or liability in this regard.
SECTION 4.6.  Right to Discontinue Operation of Project.

Although the Company intends to operate, or cause to be operated, the Project for its designed purposes until the date on which no Bonds are Outstanding, subject to the provisions of Section 6.10 hereof, the Company is not required by this Loan Agreement to operate, or cause to be operated, any portion of the Project after the Company shall deem in its sole discretion that such continued operation is not advisable and in such event it is not prohibited by this Loan Agreement from selling, leasing or retiring all or any such portion of the Project.  Subject to the provisions of Section 6.10 hereof, the net proceeds from such sale, lease or other disposition, if any, shall belong to, and may be used for any lawful purpose by, the Company.  Upon discontinuance of operation of the Project in accordance with this Section 4.6, the Company shall be discharged from its obligations to insure, maintain and repair the Project or to cause the Project to be insured, maintained and repaired as set forth in Sections 4.4 and 4.5 hereof.
SECTION 4.7.  Insurance and Condemnation Awards.

Subject to the provisions of Sections 4.4 and 6.10 hereof, the net proceeds of any insurance or condemnation award as a result of the destruction or condemnation of the Project or any portion thereof shall belong to, and may be used for any lawful purpose by, the Company.
SECTION 4.8.  Workers’ Compensation Coverage.

Throughout the term of this Loan Agreement, the Company shall comply, or cause compliance, with applicable workers’ compensation laws of the Commonwealth.
SECTION 4.9.  Taxes, Claims for Labor and Materials, Compliance with Laws.

(a) The Company will promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon the Company or upon or in respect of all or any part of the Property or business of the Company, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a lien or charge upon any Property of the Company including the Installment Loan Payments; provided the Company shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property of the Company or any material interference with the use thereof by the Company, and (2) the Company shall set aside on its books, reserves deemed by it to be adequate with respect thereto.
(b) The Company will promptly comply with all laws, ordinances or governmental rules and regulations to which it is subject, including without limitation, the Occupational Safety and Health Act of 1970, the Employees Retirement Income Security Act of 1974, as amended, and all Environmental Legal Requirements, the violation of which would materially and adversely affect the Properties, business, prospects, profits or condition (financial or otherwise) of the Company or would result in any lien or charge upon any material portion of the Property of the Company, subject, however, to the Company’s right to contest in good faith the application of any such laws, rules or regulations to the Company or its operations so long as such contest does not result in a material threat to the operation of the Company’s water system or its ability to make the payments due hereunder.
SECTION 4.10.  Issuer’s Limited Liability.

It is recognized that the Issuer’s only source of funds with which to carry out its commitments under the Bonds, the Indenture or this Loan Agreement will be from the proceeds from the sale of the Bonds, the Installment Loan Payments, or from any available income or earnings derived therefrom, or from any funds which otherwise might be made available by the Company; and it is expressly agreed that the Issuer shall have no liability, obligation, or responsibility with respect to this Loan Agreement or the Refunding Project except to the extent of funds available from such sources.  If, for any reason, the proceeds from the sale of the Bonds are not sufficient to pay all the costs of completing the Refunding Project, the Company shall complete the Refunding Project, and the Company shall pay such costs from its own funds, but it shall not be entitled to reimbursement therefor, or to any diminution in or postponement of any payments required to be made by the Company hereunder.
SECTION 4.11.  Right of Inspection.

Subject to reasonable security and safety regulations and upon reasonable notice, the Issuer and the Trustee, and their respective agents and representatives, shall have the right during normal business hours to inspect the Project and the books and records of the Company pertaining to the Project; provided, however, that this right is subject to federal, state and local laws and regulations applicable to the site of the Project.  The right of access hereby reserved to the Issuer and the Trustee may be exercised only after such agent or representative shall have executed release of liability and secrecy agreements (to the extent permitted by law, in the case of an Issuer representative) if requested by the Company in the form then currently used by the Company, and nothing contained in this Section or in any other provision of this Loan Agreement shall be construed to entitle the Issuer or the Trustee to any information or inspection involving the confidential expertise of the Company.
ARTICLE V
ISSUANCE OF BONDS; SECURITY; INVESTMENTS

SECTION 5.1.  Issuance of Bonds.

In order to provide funds for the Refunding Project, the Issuer, concurrently with the execution of this Loan Agreement, will sell, issue and deliver to the initial purchasers thereof the Bonds, all in accordance with the Indenture.
SECTION 5.2.  Security for the Bonds.

The obligations of the Company under this Loan Agreement, including specifically the obligation to pay Installment Loan Payments and Administrative Expenses and its obligations under Article VI hereof shall be direct general obligations of the Company.  Prior to or simultaneously with the issuance of the Bonds, the Issuer will assign to the Trustee under the terms of the Indenture all of the Issuer’s right, title, and interest in and to this Loan Agreement including specifically the Installment Loan Payments but excepting all Unassigned Issuer’s Rights.
SECTION 5.3.  Redemption of the Refunded Bonds.

The Issuer hereby approves the current refunding of the 2006 Bonds with the proceeds of the 2019A Bonds, together with other available funds of the Company, to pay interest accrued on the 2006 Bonds to their date of redemption. The 2006 Bonds will be redeemed on October 8, 2019.
The Issuer hereby approves the current refunding of the 2014 Bonds with the proceeds of the 2019B Bonds, together with other available funds of the Company, to pay interest accrued on the 2014 Bonds to their date of redemption. The 2014 Bonds will be redeemed on October 8, 2019.
SECTION 5.4.  Investment of Funds.

The Issuer hereby gives its express written authority to the Company as provided in the Indenture to provide written direction regarding the investment of any Fund held by the Trustee pursuant to the Indenture.
ARTICLE VI
COMPANY OBLIGATIONS; PROVISIONS FOR PAYMENT; COVENANTS

SECTION 6.1.  Company Approval of Issuance of Bonds.

The governing body of the Issuer has adopted the Bond Resolution authorizing the execution of this Loan Agreement and the Indenture and the issuance of the Bonds.  The Company hereby approves the Indenture.  It is hereby agreed that the foregoing approval of the Indenture constitutes the acknowledgment and agreement of the Company that the Bonds, when issued, sold and delivered as provided in the Bond Resolution and the Indenture, will be issued in accordance with and in compliance with this Loan Agreement, notwithstanding any other provisions of this Loan Agreement or any other contract or agreement to the contrary.  Any Registered Owner is entitled to rely fully and unconditionally on the foregoing approval.  Notwithstanding any provisions of this Loan Agreement or any other contract or agreement to the contrary, the Company’s approval of the Indenture shall be the Company’s agreement that all covenants and provisions in this Loan Agreement and the Indenture affecting the Company shall, upon the delivery of the Bonds and the Indenture, become valid and binding covenants and obligations of the Company so long as the Bonds, premium, if any, and the interest thereon are outstanding and unpaid.  Particularly, the obligation of the Company to pay, promptly when due, all Installment Loan Payments specified in this Loan Agreement and the Indenture shall be absolute and unconditional, and said obligation may be enforced as provided in this Loan Agreement and the Indenture.
SECTION 6.2.  Refunding of Bonds.

After the issuance of any Bonds, the Issuer shall not refund any of the Bonds or change or modify the Bonds in any way, except as provided for in the Indenture, without the prior written approval of an Authorized Company Representative; nor shall the Issuer redeem any Bonds prior to the maturity date except upon the written request of an Authorized Company Representative, unless such redemption is required or permitted by the Indenture without such request.
SECTION 6.3.  Redemption of Bonds.

The Issuer, upon the written request of the Company (and provided that the affected Bonds are subject to redemption prior to maturity at the option of the Issuer or the Company, and provided that such request is received in sufficient time prior to the date upon which such redemption is proposed), shall promptly take or cause to be taken all action that may be necessary under the applicable redemption provisions to effect such redemption prior to maturity, to the full extent of funds either made available for such purpose by the Company or already on deposit in the Debt Service Fund and available for such purpose.  The redemption of any Outstanding Bonds prior to maturity at any time shall not relieve the Company of its absolute and unconditional obligation to pay each remaining Installment Loan Payment with respect to any Outstanding Bonds, as specified in the Indenture.  If a redemption of Bonds is required pursuant to the provisions of the Indenture, the Company agrees as provided herein to promptly make Installment Loan Payments sufficient to pay the principal of, premium, if any, and interest on the Bonds due on such redemption date.
SECTION 6.4.  Installment Loan Payments.

(a)
The Company hereby covenants and agrees to make the Installment Loan Payments, as hereinafter provided in subsections (b), (c), (d) and (f) of this Section, to the Trustee, on behalf of the Issuer, in accordance with this Loan Agreement.
(b)
The Company shall make Installment Loan Payments, subject to the limitations of subsection (e) below of this Loan Agreement, in immediately available funds directly to the Trustee for deposit in the Debt Service Fund at least one Business Day before each day on which any payment of Debt Service shall become due (whether at maturity or upon redemption or acceleration or otherwise) in an amount which, together with other money held by the Trustee under the Indenture and available therefor, will enable the Trustee to make such payment in full when due.
(c)
In the event the Company should fail to make any of the payments required in this Section, the item or installment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest thereon, to the extent permitted by law, from the date when such payment was due as provided in the Indenture.
(d)
If, subsequent to a date on which the Company is obligated to pay the Installment Loan Payments (subject to the provisions of Article X of the Indenture), losses (net of gains) shall be incurred in respect of any investments, or any other event has occurred causing the money in the Debt Service Fund, together with any other money then held by the Trustee and available for the purpose, to be less than the amount sufficient at the time of such occurrence or other event to pay, in accordance with the provisions of the Indenture, all Debt Service due and payable or to become due and payable, the Trustee shall notify the Company of such fact and thereafter the Company, as and when required for purposes of such Debt Service Fund, shall pay in immediately available funds to the Trustee for deposit in the Debt Service Fund the amount of any such deficiency.
(e)
Notwithstanding the foregoing, it is the intention of the parties hereto to conform strictly to the usury laws now in force in the Commonwealth, and any provision for any payment contained herein and in the Bonds shall be held to be subject to reduction to the amount allowed under said usury laws as now or hereafter construed by the courts having jurisdiction.
(f)
The Company further agrees that in the event payment of the principal of and the interest on the Bonds is accelerated upon the occurrence of an Event of Default under the Indenture, all amounts payable under Section 6.4(b) for the remainder of the term hereof (other than interest not yet due) shall be immediately due and payable.
(g)
Any amount held in the Debt Service Fund on any payment date specified in subsection (b) above and not previously credited against Installment Loan Payments or designated for payments due on particular Bonds, shall be credited against the Installment Loan Payments required to be made by the Company on such date.
SECTION 6.5.  Administrative Expenses.

The Company shall pay, or cause to be paid, an amount equal to the reasonable and documented fees and charges of the Trustee for services rendered as Trustee or Paying Agent under the Indenture and its reasonable and documented expenses incurred as Trustee under the Indenture, including reasonable and documented fees and expenses of its counsel; the Company shall also reimburse the Trustee for any reasonable and documented costs or expenses properly incurred in discharging its duties under the Indenture.  The Trustee’s right to receive its reasonable fees, charges and expenses hereunder shall be secured by a lien on moneys held by it in the Debt Service Fund and, upon an Event of Default hereunder, the Trustee shall have a right of payment prior to the payment of the owners of the Bonds as provided in Section 8.11 of the Indenture. This Section 6.5 shall survive the payment of all Debt Service due relating to the Bonds and termination of this Loan Agreement and the Indenture.
SECTION 6.6.  Payments to Issuer and Local IDA.

The Company shall pay or cause to be paid all of the Issuer’s and Local IDA’s reasonable, actual out-of-pocket expenses and costs in connection with the issuance of the Bonds, including, without limitation, all financing, legal, printing, and other expenses and all Costs of Issuance incurred in issuing the Bonds (including the fees and expenses of bond counsel and the Issuer’s financial advisor) and the Issuer’s fee of 0.20% of the principal amount of the Bonds for issuing the Bonds, less an application fee of $50,740.  Also, in the future the Company shall pay to the Issuer upon receipt of statements therefor from time to time, such amounts as are necessary to pay or reimburse the Issuer for its reasonable and necessary expenses and costs attributable to the Bonds and the Project, including, but not limited to, an annual audit/service fee and any amounts incurred by the Issuer in connection with requests related to the Bonds made by the Internal Revenue Service. This Section 6.6 shall survive the payment of all Debt Service due relating to the Bonds and termination of this Loan Agreement and the Indenture.
SECTION 6.7.  Obligations of the Company Absolute and Unconditional.

The obligations of the Company to make the payments required and to perform the covenants contained in Sections 6.4, 6.5, 6.6, 6.9, 6.10, 7.1 and 8.3 and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise.  Until payment of all amounts relating to the Bonds has been made, the Company (a) will not suspend or discontinue any payments provided for in this Loan Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 9.1, will not terminate this Loan Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the Commonwealth or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture.  Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Loan Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Loan Agreement.  Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company’s obligation hereunder to make Installment Loan Payments.
SECTION 6.8.  Option to Prepay Amounts Under Loan Agreement in Certain Events.

The Company shall have, and is hereby granted, the option to prepay the amounts required to be paid by the Company under Section 6.4(b) in whole or in part and to direct the Trustee to redeem the Bonds in whole or in part, as the case may be, if the Company determines to exercise any optional redemption rights under the terms of the Bonds or if any of the events described in Article V of the Indenture requiring the redemption of Bonds shall have occurred.  The Company may at any time deliver money, and/or Government Obligations, to the Trustee with written instructions to the Trustee to hold such money, and/or Government Obligations, pursuant to Article X of the Indenture in connection with a discharge of the Indenture.  The Issuer agrees that, at the request at any time of the Company, it will cooperate with the Company to cause the Bonds or any portion thereof to be redeemed, or to cause the Indenture to be discharged, to the extent permitted by the Indenture.
SECTION 6.9.  Company’s Performance Under Indenture.

The Company acknowledges receipt of the Indenture and agrees to do and perform all acts and things contemplated in the Indenture to be done or performed by it and to not interfere with the exercise of the power and authority granted to the Trustee in the Indenture.  The Company further agrees to aid in furnishing any documents, certificates or opinions that may be required under the Indenture.
SECTION 6.10.  Covenants Regarding Tax Exemption.

It is the intention of the Company and the Issuer that the interest on the Bonds be excludable from the gross income of the holders thereof for federal income tax purposes by reason of Section 103(a) of the Code, except for any Bond for any period that such Bond is owned by a person who is a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code, and that substantially all of the proceeds of the Bonds will be used to refinance “facilities for the furnishing of water” within the meaning of Section 142(a)(4) of the Code and any Regulations promulgated with respect thereto.  To that end, the Company and the Issuer (to the extent reasonably within the control of the Issuer) covenant with each other to refrain from any action which would adversely affect, or to take such action to assure, the treatment of the Bonds as obligations described in Section 103(a) of the Code, the interest on which is not includable in the gross income of the holders thereof (other than the income of a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code) for purposes of federal income taxation.  None of the covenants and agreements herein contained shall require either the Company or the Issuer to enter an appearance or intervene in any administrative, legislative or judicial proceeding in connection with any changes in applicable laws, rules or regulations or in connection with any decisions of any court or administrative agency or other governmental body affecting the taxation of interest on the Bonds.
The Trustee shall not be responsible for any determination or calculation concerning arbitrage rebate with respect to the Bonds, or for determining whether the yield on any investments made in accordance with the Indenture would cause, or whether any other facts exist which would cause, any of the Bonds to become “arbitrage bonds” under Section 148 of the Code.
SECTION 6.11.  Bonds Purchased in Lieu of Redemption.

Pursuant to Section 5.6 of the Indenture, the Company is given the right to purchase Bonds in lieu of redemption.  Provided that, prior to the date that any such Bonds are sold by the Company, the Company shall receive a Favorable Opinion of Bond Counsel.
SECTION 6.12.  Nondiscrimination - Sexual Harassment.

The Company hereby accepts and agrees to be bound by the Nondiscrimination - Sexual Harassment clause set forth in Exhibit B attached hereto.
SECTION 6.13.  Right to Know.
The Company acknowledges that the Refunding Project is subject to the Right to Know Law set forth in Exhibit C hereto.
ARTICLE VII
PARTICULAR AGREEMENTS

SECTION 7.1.  Indemnified Parties’ Release and Indemnification Provisions.

The Company agrees, whether or not the transactions contemplated by this Loan Agreement and the Indenture shall be consummated:
(a) to pay, and save the Indemnified Parties harmless against liability for the payment of, all reasonable out-of-pocket documented expenses arising in connection with said contemplated transactions, including the reasonable fees and documented expenses of counsel to the Indemnified Parties; and
(b) to defend, protect, indemnify and save the Indemnified Parties harmless from and against all liability, losses, damages, costs, fines, suits, actions, demands, penalties, reasonable documented expenses (including out-of-pocket expenses, incidental expenses and reasonable counsel fees and expenses), taxes, causes of action, suits, claims, demands and judgments of any nature or form, by or on behalf of any Person arising in any manner from the transactions of which this Loan Agreement or the Indenture is a part or arising in any manner in connection with the Refunding Project or the financing or refinancing of the Refunding Project, and, without limiting the generality of the foregoing, arising from (i) the issuance, offering, sale, or delivery of the Bonds, the Indenture, the Bond Purchase Agreement and this Loan Agreement and the obligations imposed on the Issuer hereby and thereby and the Trustee’s performance of its obligations under this Loan Agreement or the Indenture; or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Project; (ii) any written directions, requests, statements or representations made or given by the Company or any of its officers or employees to the Indemnified Parties or any underwriters or purchasers of any of the Bonds, with respect to the Issuer, the Company, the Project, the Bonds or the Bond Purchase Agreement, including, but not limited to, statements or representations of facts, financial information, or corporate affairs; (iii) damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project; (iv) any breach or default on the part of the Company in the performance of any of its obligations under this Loan Agreement; (v) any violation of contract, agreement or restriction by the Company relating to the Project; or (vi) any violation of law, ordinance or regulation by or permitted by the Company affecting the Project or any part thereof or the ownership or occupancy or use thereof.
In the event that any action or proceeding is brought against any Indemnified Party by reason of any such claim, such action or proceeding shall be defended against by counsel to the Company, unless the Indemnified Party shall determine, upon advice of counsel to the Indemnified Party, that the Indemnified Party’s interests conflict with the interests of Company, in which event the Indemnified Party may select its own counsel.  In the event such defense is by counsel to the Indemnified Party on behalf of the Indemnified Party, the Company shall indemnify the Indemnified Party for reasonable costs of counsel to the Indemnified Party allocated to such defense and charged to the Indemnified Party.  The Company, upon notice from the Indemnified Party, shall resist and defend such an action or proceeding on behalf of the Indemnified Party.  The Indemnified Party shall provide the Company prompt written notice of any claim or suit with respect to which it has a right of indemnity hereunder, but the failure to provide such notice shall not limit or impair the rights of any Indemnified Party hereunder except to the extent that such failure causes actual damage or loss to the Company.  The Indemnified Party shall, at the Company’s expense, provide all reasonable assistance requested by the Company in its defense and/or settlement of any such claim or suit.  Neither party shall settle or pay any such claim or suit without the prior written consent of the other party, which shall not be unreasonably withheld.
The provisions of this Section shall not apply to any claim or liability to the extent resulting from the Indemnified Party’s acts of negligence, bad faith, fraud or deceit or for any claim or liability which the Company was not given the opportunity to contest (except as set forth in the preceding paragraph), due to the negligence of the Indemnified Party.
The Company also agrees to pay the documented expenses (including reasonable attorneys’ fees) of any Indemnified Party in enforcing this Section 7.1.  The provisions of this Section shall survive the payment of the Bonds, the termination of this Loan Agreement, the termination of the Indenture, and, as to the Trustee, the removal or resignation of the Trustee.
SECTION 7.2.  Maintenance of Corporate Existence.

The Company agrees that during the term of this Loan Agreement it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation; provided, however, that the Company may, without violating the agreement contained in this Section, consolidate with or merge into another corporation, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, if (a) the Issuer consents in writing, which consent shall not be unreasonably withheld (b) the surviving, resulting or transferee corporation, as the case may be, assumes in a writing delivered to the Trustee all of the obligations of the Company herein and under the Tax Documents, and is duly qualified to do business in the Commonwealth, (c) at the time of such consolidation or merger and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (d) after giving effect to such consolidation or merger the surviving corporation would be permitted to incur at least $1.00 of additional Funded Debt under the provisions of Section 7.9 hereof, and (e) the provisions of Section 7.6 are satisfied.
SECTION 7.3.  Financial Information.

The Company will keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of or in relation to the business and affairs of the Company, in accordance with generally accepted accounting principles consistently maintained (except for changes disclosed in the financial statements furnished pursuant to this Section 7.3 and concurred in by the independent public accountants referred to herein), and will furnish to the Trustee and upon request, to the Issuer:
(a) Quarterly Statements.  As soon as available and in any event within 60 days after the end of each quarterly fiscal period (except the last) of each fiscal year, duplicate copies of:
(i) a consolidated balance sheet of the Company as of the close of such quarter setting forth in comparative form the consolidated figures for the year end or annual period of the preceding fiscal year,
(ii) consolidated statements of income and shareholders’ investment of the Company for such quarterly period, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year, and
(iii) consolidated statements of cash flows of the Company for the portion of the fiscal year ending with such quarter, setting forth in comparative form the consolidated figures for the corresponding period of the preceding fiscal year,
all in reasonable detail and certified as complete and correct, by an authorized financial officer of the Company;
(b) Annual Statements.  As soon as available and in any event within 120 days after the close of each fiscal year of the Company, duplicate copies of:
(i) a consolidated balance sheet of the Company as of the close of such fiscal year,
(ii) consolidated statements of income and shareholders’ investment and cash flows of the Company for such fiscal year,
in each case setting forth in comparative form the consolidated figures for the preceding fiscal year, all in reasonable detail and accompanied by an opinion thereon of a firm of independent public accountants of recognized national standing selected by the Company to the effect that the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur) and present fairly, in all material respects, the financial condition of the Company and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly, includes such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances;
(c) Audit Reports.  Promptly upon receipt thereof, one copy of each interim or special audit made by independent accountants of the books of the Company;
(d) SEC and Other Reports.  Promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company to stockholders generally and of each regular or periodic report, and any registration statement or prospectus filed by the Company with any securities exchange or the Securities and Exchange Commission or any successor agency, and copies of any orders in any proceedings substantially affecting the financial condition of the Company to which the Company is a party, issued by any governmental agency, Federal or state, having jurisdiction over the Company; and
(e) Officers’ Certificates.  Within the periods provided in paragraphs (a) and (b) above, a certificate of an authorized financial officer of the Company stating that he has reviewed the provisions of this Agreement and setting forth: (1) the information and computations (in sufficient detail) required in order to establish whether the Company was in compliance with the requirements of Sections 7.9 through 7.11, inclusive, at the end of the period covered by the financial statements then being furnished, and (2) whether there existed as of the date of such financial statements and whether, to the best of his knowledge, there exists on the date of the certificate or existed at any time during the period covered by such financial statements any Default or Event of Default and, if any such condition or event exists on the date of the certificate, specifying the nature and period of existence thereof and the action the Company is taking and proposes to take with respect thereto.
To the extent not furnished pursuant to the foregoing provisions of this Section 7.3, the Company agrees to furnish to the Issuer and Trustee, copies of the annual financial statements and other information filed with MSRB pursuant to the Company’s continuing disclosure undertaking referred to in the Bond Purchase Agreement.  Such statements and other information shall be filed with the Issuer and the Trustee within ten (10) days of the filings made pursuant to such continuing disclosure undertaking.
Delivery of reports to the Trustee under this Section 7.4 is for informational purposes only and the Trustee’s receipt of the foregoing shall not imply a duty to review and shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder.
SECTION 7.4.  Agreement of Issuer Not to Assign or Pledge.

Except for the assignment and pledge described in the Indenture, the Issuer agrees that it will not attempt to further assign, pledge, transfer or convey its interest in or create any assignment, pledge, lien, charge or encumbrance of any form or nature with respect to the rights and interests herein described.
SECTION 7.5.  Reference to Bonds Ineffective after Bonds Paid.

Upon payment of all Debt Service due relating to the Bonds, and payment of all fees and charges of the Issuer and the Trustee, all as provided in Article X of the Indenture, all references herein to the Bonds and the Trustee shall be ineffective and neither the Issuer, the Local IDA, the Trustee, the Paying Agent nor the holders of any of the Bonds shall thereafter have any rights hereunder and the Company shall have no further obligation hereunder, saving and excepting those that shall have theretofore vested and remain unsatisfied and any right of the Issuer, the Local IDA, the Trustee or the Paying Agent to indemnification under Section 7.1 and payment of fees and costs under Section 6.5, Section 6.6, and Section 8.3, which rights shall survive the payment of all Debt Service due relating to the Bonds and the termination of this Loan Agreement and the Indenture.
SECTION 7.6.  Assignment, Sale or Lease of Project.

(a) The Company shall not assign this Loan Agreement or any interest of the Company herein, either in whole or in part, without the prior written consent of the Trustee, which consent shall be given if the following conditions are fulfilled:
(i)
The assignee assumes in writing all of the obligations of the Company hereunder;
(ii)
The assignee provides the Trustee with an opinion of counsel satisfactory to the Trustee to the effect that neither the validity nor the enforceability of this Loan Agreement shall be adversely affected by such assignment;
(iii)
The Project shall continue in the written opinion of Bond Counsel provided to the Trustee to be a “project” as such term is defined in the Act after such assignment;
(iv)
Such assignment shall not, in the written opinion of Bond Counsel provided to the Trustee, have an adverse effect on the exclusion from gross income for federal income tax purposes of interest on the Bonds; and
(v)
The assignee shall not be a Disqualified Contractor; and
(vi)
Consent by the Issuer, which consent shall not be unreasonably withheld.
(b) The Company may, subject to the provisions of Section 6.10, lease the Project, in whole or in part, to one or more other Persons, provided that:
(i)
No such lease shall relieve the Company from its obligations under this Loan Agreement;
(ii)
In connection with any such lease the Company shall retain such rights of interests as will permit it to comply with its obligations under this Loan Agreement;
(iii)
No such lease shall impair materially the accomplishment of the purposes of the Act to be accomplished by operation of the Project as herein provided;
(iv)
Any such lease shall require the lessee to operate the Project as a “project” under the Act as long as the Bonds are outstanding;
(v)
In the case of a lease to a new lessee or an assignment of an existing lease to a new lessee of substantially all of the Project, such new lessee shall have been approved by the Issuer (such approval not to be unreasonably withheld); and
(vi)
The lessees under any such leases shall be subject to the applicable terms and conditions of Section 6.10.
(c) The Company shall not sell, assign or otherwise dispose of (whether in one transaction or in a series of transactions) its interest in the Project or any material portion thereof, other than is permitted by Section 7.6(a) and other than leases permitted under Section 7.6(b) or undertake or permit the demolition or removal of the Project or any material portion thereof without the prior written consent of the Issuer; provided that the Company shall be permitted to sell, transfer, assign or otherwise dispose of or remove any portion of the Project which is retired or replaced in the ordinary course of business.
SECTION 7.7.  Amendment of Loan Agreement or Indenture.

No amendment, change, addition to, or waiver of any of the provisions of this Loan Agreement or the Indenture shall be made except pursuant to Article IX and Article XI of the Indenture.
SECTION 7.8.  Waiver of Vendor’s Lien.

Notwithstanding anything in this Loan Agreement to the contrary, it is the intention of the parties hereto that no vendor’s lien and/or privilege, mortgage, right of rescission or stipulation for the benefit of a third party shall be created by execution of this Loan Agreement, and if any such lien, privilege, condition, or benefit should be deemed to have been created by execution of this Loan Agreement, they are expressly released, renounced, waived and abandoned by the parties hereto.
SECTION 7.9.  Limitations on Certain Indebtedness.

(a) The Company will not have outstanding, or in any manner be liable in respect of, any Funded Debt or Seasonal Indebtedness, except the following:
(i) current operating liabilities and current or other obligations (other than for borrowed money) incurred in the ordinary course of business;
(ii) Seasonal Indebtedness, provided that (A) such Seasonal Indebtedness has not existed for a period of at least 30 consecutive days in the twelve preceding months or (B) the amount of such Seasonal Indebtedness, when added to the outstanding amount of Funded Debt, does not exceed 60% of the Plant Account on the books of the Company at any one time outstanding; and
(iii) Funded Debt (including the Bonds) in an amount not in excess of 60% of the Plant Account on the books of the Company at any one time outstanding.
(b) The renewal, extension or refunding of any Funded Debt issued or incurred in accordance with the limitations of this Section 7.9 shall constitute the issuance of additional Funded Debt, which is, in turn, subject to the limitations of the applicable provisions of this Section 7.9, but any Indebtedness paid or defeased from the proceeds of additional Funded Debt may be excluded from outstanding Indebtedness for purposes of this Section 7.9.
(c) Subject to compliance with this Section 7.9, nothing contained in this Agreement shall prohibit the Company from incurring, issuing or permitting to exist any Indebtedness.
SECTION 7.10.  Limitation on Liens.

(a) The Company will not create or incur, or suffer to be incurred or to exist, any mortgage, pledge, security interest, encumbrance, lien or charge of any kind on its Property or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, or transfer any Property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire any Property or assets upon conditional sales agreements or other title retention devices, except Excepted Encumbrances; provided, however, that this requirement shall not be applicable to, nor prevent:
(i)
the pledging by the Company of its assets as security for the payment of any tax, assessment or other similar charge demanded of the Company by any governmental authority or public body as long as the Company in good faith contests its liability to pay the same, or as security to be deposited with any governmental authority or public body for any purpose at any time required by law or, governmental regulation as a condition to the transaction of any business or the exercise of any privilege, license or right; or
(ii)
the pledging by the Company of any assets for the purpose of securing a stay or discharge or for any other purpose in the course of any legal proceeding in which the Company is a party; or
(iii)
making good faith deposits in connection with tenders, contracts or leases to which the Company is a party; or
(iv)
the pledging by the Company of any assets for the purpose of securing Indebtedness of the Company not otherwise permitted by clauses (i) through (iii) or permitted as an Excepted Encumbrance, provided that Priority Debt at any one time outstanding shall not at any time exceed 10% of the Plant Account of the Company (determined as of the end of the then most recently ended quarterly fiscal period).
(b) In the event any Property or assets of the Company are subject to a lien or charge not otherwise permitted by Section 7.10(a) above to secure any Indebtedness of the Company (for purposes of this Section 7.10, the “Liened Property”), such lien or charge shall nevertheless be deemed permitted if the Company makes effective provision whereby the Bonds shall (so long as any other Indebtedness shall be so secured) be secured (along with any other Indebtedness similarly entitled to be equally and ratably secured) by a direct lien on the Liened Property on parity to the lien or liens securing any and all such other Indebtedness.
SECTION 7.11.  Dividends, Stock Purchases.

The Company will not, except as hereinafter provided:
(a)
Declare or pay any dividends, either in cash or Property, on any shares of its capital stock of any class (except dividends or other distributions payable solely in shares of capital stock of the Company, including the portion of dividends reinvested in shares of the Company’s common capital stock under the Company’s Optional Dividend Reinvestment Plan); or
(b)
Directly or indirectly, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock (other than in exchange for or out of the net proceeds to the Company from the substantially concurrent issue or sale of other shares of capital stock of the Company or warrants, rights or options to purchase or acquire any shares of its capital stock); or
(c)
Make any other payment or distribution, either directly or indirectly, in respect of its capital stock; or
(d)
Make any payment, distribution, conveyance or transfer of any Property to any subsidiary or affiliate;
(such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights or options, and all such other distributions, conveyances and transfers being herein collectively called “Restricted Payments”), if after giving effect thereto the aggregate amount of Restricted Payments made during the period from and after December 31, 1982 to and including the date of the making of the Restricted Payment in question, would exceed the sum of (1) $1,500,000 plus (2) earned surplus of the Company, on a non-consolidated basis, accumulated after December 31, 1982, determined without any deduction on account of such Restricted Payments, provided, however, that notwithstanding the foregoing, in no event shall the Company make any distribution, conveyance or transfer to any subsidiary or affiliate of any Property constituting the Plant Account.
The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof.
For the purposes of this Section 7.11, the amount of any Restricted Payment declared, paid or distributed in Property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such Property at the time of the making of the Restricted Payment in question.
SECTION 7.12.  [Reserved.]
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

SECTION 8.1.  Defaults and Remedies.

(a) The Company is advised and recognizes that the Issuer will assign all of its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture.  All rights of the Issuer (other than Unassigned Issuer’s Rights) against the Company arising under this Loan Agreement or the Indenture may be enforced by the Trustee, or the Registered Owners of the Bonds, to the extent provided in the Indenture, without making the Issuer a party.
(b) The following shall constitute an “Event of Default” hereunder:
(i) Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or
(ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the Trustee shall have given written notice to the Company specifying such default; or
(iii)
Failure to pay the principal of or interest on any Indebtedness of the Company for borrowed money that is outstanding in an aggregate principal amount of at least $5,000,000, as and when the same shall become due and payable by the lapse of time, by declaration, by call for redemption or otherwise, and such default shall continue beyond the period of grace, if any, allowed with respect thereto; or
(iv)
Default or the happening of any event shall occur under any indenture, agreement, or other instrument under which any Indebtedness of the Company for borrowed money that is outstanding in an aggregate principal amount of at least $5,000,000 and such default or event shall continue for a period of time sufficient to permit the acceleration of the maturity of any Indebtedness of the Company outstanding thereunder; or
(v)
Default shall occur in the observance or performance of any covenant or agreement contained in Sections 7.9 through 7.11 hereof;
(vi)
Subject to Section 7.1(c) of the Indenture relating to force majeure, failure by the Company to observe or perform any other covenant, condition or agreement on its part to be observed or performed under the Indenture or the Loan Agreement, other than as referred to in subsections (i) through (v) inclusive above, for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, is given to the Company by the Issuer or the Trustee; provided, however, that if the failure stated in the notice is such that can be remedied but not within such 60-day period, it shall not constitute an Event of Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is diligently pursued until the default is remedied; or
(vii)
Final judgment or judgments for the payment of money aggregating in excess of $5,000,000 is or are outstanding against the Company and which judgments have remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of entry; or
(viii)
The occurrence of an Event of Default under the Indenture.
(c) Upon the occurrence of an Event of Default of which the Trustee has actual knowledge, the Trustee (or in the case of an Event of Default arising out of Unassigned Issuer’s Rights, the Issuer) shall have the power to proceed with any right or remedy granted by the Constitution and laws of the Commonwealth, as it may deem best, including without limitation any suit, action or special proceeding in equity or at law, including mandamus proceedings, for the specific performance of any agreement, obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the provisions of Section 7.1(c) of the Indenture relating to force majeure.  Upon the occurrence of an Event of Default under Section 7.1(a)(ii) of the Indenture and upon the occurrence of any other Event of Default under the Indenture pursuant to the terms of which the Trustee shall have declared the Bonds immediately due and payable, then all payments required to be made by the Company under Section 6.4(b) (other than interest not yet accrued) shall become immediately due and payable.
(d) Any amounts collected for non-payment of amounts described in Section 6.4 hereof pursuant to actions taken under this Section shall be paid into the Debt Service Fund and applied in accordance with the provisions of the Indenture.
SECTION 8.2.  Annulment of Acceleration.

If, in compliance with the requirements of Section 7.2 of the Indenture, the Trustee shall annul an acceleration declared due to any Event of Default under the Indenture, such annulment shall be deemed to also rescind any acceleration of all payments required under Section 6.4.  In case of any such annulment, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Company, the Trustee and the Registered Owners shall be restored to their former positions and rights hereunder, but no such annulment shall extend to any subsequent or other Event of Default or impair any right consequent thereon.
SECTION 8.3.  Agreement to Pay Attorneys’ Fees and Expenses.

In the event the Company should default under any of the provisions of this Loan Agreement and the Issuer or the Trustee should employ attorneys or incur other expenses for the collection of payments required hereunder or the enforcement of performance or observance of any obligation or agreement on the part of the Company herein contained, the Company agrees that it will upon demand therefore pay to the Issuer or the Trustee the reasonable fees and expenses of such attorneys and such other expenses so incurred by the Issuer or the Trustee. This Section 8.3 shall survive the payment of all Debt Service due relating to the Bonds and the termination of this Loan Agreement and the Indenture.
SECTION 8.4.  General Enforcement Provisions.

(a) The terms of this Loan Agreement may be enforced as to one or more breaches either separately or cumulatively.
(b) No remedy conferred upon or reserved to the Issuer, the Trustee, or the Registered Owners of the Bonds in this Loan Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute.  No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.  In the event any provision contained in this Loan Agreement should be breached by the Company and thereafter duly waived, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach of this Loan Agreement.  No waiver by any party of any breach by any other party of any of the provisions of this Loan Agreement shall be construed as a waiver of any subsequent breach, whether of the same or of a different provision of this Loan Agreement.
SECTION 8.5.  Notice of Default.

The Company shall notify the Trustee and the Issuer in writing immediately if it becomes aware of the occurrence of any Event of Default hereunder or of any fact, condition or event which, with the giving of notice or passage of time or both, would become an Event of Default.
SECTION 8.6.  Unassigned Issuer’s Rights.

Notwithstanding any other provision hereof, upon the occurrence of an Event of Default arising out of Unassigned Issuer’s Rights, the Issuer reserves the right to exercise or refrain from exercising remedies under the Loan Agreement with respect to such Event of Default and such Event of Default may not be waived or annulled without the prior written consent of the Issuer.
SECTION 8.7.  Determination of Taxability Not an Event of Default.

Notwithstanding any other provision of this Loan Agreement to the contrary, the occurrence of a Determination of Taxability caused by any failure by the Company to observe or perform any covenant, condition or agreement on its part to be observed or performed hereunder or under the Indenture or the Tax Compliance Agreement, or caused by the failure of any representation or warranty by the Company herein or in the Tax Compliance Documents to be true and correct, shall not, by itself, be deemed an event of default under this Loan Agreement, provided that the Bonds are redeemed on account of such Determination of Taxability as and to the extent required under the Indenture.
ARTICLE IX
MISCELLANEOUS

SECTION 9.1.  Term of Loan Agreement.

Subject to all provisions hereof which expressly state that the same shall survive termination hereof, this Loan Agreement shall terminate when payment of all Debt Service relating to the Bonds shall have been made and all fees, indemnities, expenses and charges of the Issuer and the Trustee have been fully paid or provision satisfactory to such parties made for such payment.
SECTION 9.2.  Notices.

All notices, approvals, consents, requests and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand or overnight courier service or mailed by first class registered or certified mail, return receipt requested, postage prepaid, or sent by telecopy and addressed as follows:
(a)
to the Company, to:
The York Water Company
130 East Market Street
York, PA 17401
Attention: CFO
Telecopy No.: (717) 852-0058
(b)
to the Issuer, to:
Department of Community and Economic Development
Pennsylvania Economic Development Financing Authority
Center for Private Financing
Commonwealth Keystone Building
400 North Street, 4th Floor
Harrisburg, PA 17120
Attention: Executive Director
Telecopy No.: (717) 787-0879
(c)
to the Trustee, to:
Manufacturers and Traders Trust Company
213 Market Street
Harrisburg, PA 17101
Attn: Corporate Trust Department
Telecopy No.: (717) 231-2615
A duplicate copy of each notice, approval, consent, request or other communication given hereunder by the Issuer, the Company or the Trustee to any one of the others shall also be given to all of the others at the address furnished from time to time.  The Issuer, the Company and the Trustee may, by notice given hereunder, designate any further or different addresses to which subsequent notices, approvals, consents, requests or other communications shall be sent or persons to whose attention the same shall be directed.
SECTION 9.3.  Benefit of Parties.

This Loan Agreement is made for the exclusive benefit of the Issuer, the Trustee, the Paying Agent, the Registered Owners, the Beneficial Owners, the Company, and their respective successors and assigns herein permitted, and not for any other third party or parties; and nothing in this Loan Agreement, expressed or implied, is intended to confer upon any party or parties other than the Issuer, the Trustee, the Paying Agent, the Registered Owners, the Beneficial Owners, the Company, and their respective successors and assigns herein permitted, any rights or remedies under or by reason of this Loan Agreement.
SECTION 9.4.  Severability.

If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
SECTION 9.5.  Counterparts.

This Loan Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
SECTION 9.6.  Captions.

The captions and headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions hereof.
SECTION 9.7.  Law Governing Construction of Loan Agreement.

This Loan Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth.
SECTION 9.8.  Payments on Non-Business Days.

If any payment required hereunder is due on a date that is not a Business Day, payment shall be made on the next succeeding Business Day with the same force and effect as if made on the date fixed for such payment, and no interest shall accrue on such amount for the period after such date.
SECTION 9.9.  Payments to be Sufficient to Meet DTC Requirements.

The Company hereby acknowledges that the Bonds are intended to be issued in book-entry form through DTC and that DTC has certain timing requirements and notice requirements.  The Company hereby agrees to make payments and give notices in a manner sufficient to comply from time to time with the DTC requirements, for so long as the Bonds are in book-entry form at DTC and so long as the Company is informed of such requirements.  If, in the judgment of the Company, there are any changes in such DTC requirements that will require the Company to make payments and give notices in a manner materially different than otherwise required under this Agreement, then the Issuer and the Trustee agree to cooperate with any request by the Company to utilize another securities depository for the Bonds or terminate the book-entry only system for the Bonds.
SECTION 9.10.  Reserved.

SECTION 9.11.  Limitation of Liability: No Personal Liability.

(a) In the exercise of the powers of the Issuer or the Trustee hereunder or under the Indenture, including without limitation the application of moneys and the investment of funds, neither the Issuer or the Trustee nor their members, directors, officers, employees, attorneys or agents shall be accountable to the Company for any action taken or omitted by any of them in good faith and without negligence and with the belief that it is authorized or within the discretion or rights or powers conferred.  The Issuer and the Trustee and their members, directors, officers, employees, attorneys and agents shall be protected in acting upon any paper or document believed to be genuine, and any of them may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action.  In the event of any default by the Issuer hereunder, the liability of the Issuer to the Company shall be enforceable only out of the Issuer’s interest under this Loan Agreement and there shall be no other recourse for damages by the Company against the Issuer, its members, directors, officers, employees, attorneys and agents, or any of the property now or hereafter owned by it or them.  All covenants, obligations and agreements of the Issuer contained in this Loan Agreement or the Indenture shall be effective to the extent authorized and permitted by applicable law.  No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, director, officer, employee, attorney or agent of the Issuer, and no official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or by reason of the covenants, obligations or agreements of the Issuer contained in this Loan Agreement or the Indenture.
(b) No claim shall be made by the Company or any of the Company’s affiliates against the Issuer or the Trustee or any of their affiliates, directors, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any breach or wrongful conduct (whether or not the claim therefore is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Loan Agreement, the Indenture or the other financing arrangements entered into in connection with the Project, or any act or omission or event occurring in connection therewith; and the Company hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.


IN WITNESS WHEREOF, the Issuer and the Company have caused this Loan Agreement to be executed in their respective names by their authorized officers or representatives and their respective seals to be affixed hereto and have caused its execution hereof to be attested by its authorized officer, all as of the date first above written.
PENNSYLVANIA ECONOMIC  DEVELOPMENT FINANCING AUTHORITY

By: /s/Stephen M. Drizos
Executive Director
[Seal]
Attest:

By: /s/ Craig S. Petrasic
(Assistant) Secretary
THE YORK WATER COMPANY

By: /s/ Jeffrey R. Hines
President and Chief Executive Officer
[Seal]
Attest:

By: /s/ Matthew E. Poff
        Chief Financial Officer and Treasurer

[Signature Page to Loan Agreement]


EXHIBIT A
PROJECT DESCRIPTION
The 2006 Project consisted of the financing of (i) a portion of the Company’s 2006 Capital Budget, including, but not limited to the design, acquisition, construction, improvement, renovation, equipping and installation of (a) various structures, including distribution buildings, booster stations, pumping stations, and various plant and ancillary buildings, (b) spillway upgrades, standpipes, transmission and distribution mains, service lines, meters, fire hydrants, and pumping, water treatment and purification equipment, and (c) various other capital improvements, replacements and equipment for the Company’s water system located throughout York County, Pennsylvania, and (ii) the payment of all or a portion of the costs of issuance of the 2006 Bonds.

The 2008B Project consisted of the financing of (i) a portion of the Company's 2008 Capital Budget, including, but not limited to the design, acquisition, construction, improvement, extension, renovation, equipping and installation of (a) various structures, including distribution buildings, booster stations, pumping stations, and various plant and ancillary buildings, (b) spillway upgrades, standpipes, transmission and distribution mains, service lines, meters, fire hydrants, water treatment, pumping and purification equipment, and (c) various other capital improvements, replacements and equipment for the Company’s water system located throughout York County and Adams County, Pennsylvania, and (ii) the payment of all or a portion of the costs of issuance of the 2008B Bonds.

The 2014 Bonds were issued to currently refund the outstanding Exempt Facilities Revenue Bonds, Series 2008B (The York Water Company Project).
[Exhibit A: Project Description]

EXHIBIT B
NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE (Contracts)

The Contractor agrees:

1. In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under the contract or any subcontract, the Contractor, each subcontractor, or any person acting on behalf of the Contractor or subcontractor shall not discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (PHRA) and applicable federal laws, against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

2. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any employee involved in the manufacture of supplies, the performance of work, or any other activity required under the contract.

3. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, in the provision of services under the contract.

4. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate against employees by reason of participation in or decision to refrain from participating in labor activities protected under the Public Employee Relations Act, Pennsylvania Labor Relations Act or National Labor Relations Act, as applicable and to the extent determined by entities charged with such Acts’ enforcement, and shall comply with any provision of law establishing organizations as employees’ exclusive representatives.

5. The Contractor and each subcontractor shall establish and maintain a written nondiscrimination and sexual harassment policy and shall inform their employees in writing of the policy. The policy must contain a provision that sexual harassment will not be tolerated and employees who practice it will be disciplined. Posting this Nondiscrimination/Sexual Harassment Clause conspicuously in easily-accessible and well-lighted places customarily frequented by employees and at or near where the contracted services are performed shall satisfy this requirement for employees with an established work site.

6. The Contractor and each subcontractor shall not discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of PHRA and applicable federal laws, against any subcontractor or supplier who is qualified to perform the work to which the contract relates.

7. The Contractor and each subcontractor represents that it is presently in compliance with and will maintain compliance with all applicable federal, state, and local laws, regulations and policies relating to nondiscrimination and sexual harassment. The Contractor and each subcontractor further represents that it has filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S. Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1 report with the EEOC as required for employers’ subject to Title VII of the Civil Rights Act of 1964, as amended, that have 100 or more employees and employers that have federal government contracts or first-tier subcontracts and have 50 or more employees. The Contractor and each subcontractor shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to their books, records, and accounts by the contracting agency and the Bureau of Diversity, Inclusion and Small Business Opportunities for purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.
8. The Contractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subcontract so that those provisions applicable to subcontractors will be binding upon each subcontractor.

9. The Contractor’s and each subcontractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the Contractor and each subcontractor shall have an obligation to inform the Commonwealth if, at any time during the term of the contract, it becomes aware of any actions or occurrences that would result in violation of these provisions.

10. The Commonwealth may cancel or terminate the contract and all money due or to become due under the contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the agency may proceed with debarment or suspension and may place the Contractor in the Contractor Responsibility File.
[Exhibit B: Nondiscrimination/Sexual Harassment Clause]


EXHIBIT C
RIGHT-TO-KNOW LAW
a.
The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency.

b.
If the Commonwealth needs the Contractor's assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior notice to the Commonwealth.

c.
Upon written notification from the Commonwealth that it requires the Contractor's assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor's possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall:

1.
Provide the Commonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor's possession arising out of this Contract that the Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and

2.
Provide such other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract.

d.
If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL.

e.
The Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the Commonwealth's determination.

f.
If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor's failure, including any statutory damages assessed against the Commonwealth.

g.
The Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

h.
The Contractor may file a legal challenge to any Commonwealth decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Contractor shall indemnify the Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor's failure, including any statutory damages assessed against the Commonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the Commonwealth's disclosure of Requested Information pursuant to the RTKL.

i.
The Contractor's duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.


[Exhibit C: Right-to-Know Law]

DOCUMENT: exhibit10_2-100819.htm





TRUST INDENTURE
between
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY,
as Issuer
and
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee
Dated as of September 1, 2019

$25,370,000
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY
$10,500,000 Exempt Facilities Revenue Refunding Bonds, Series A of 2019
(The York Water Company Project)

$14,870,000 Exempt Facilities Revenue Refunding Bonds, Series B of 2019
(The York Water Company Project)



TABLE OF CONTENTS
ARTICLE I DEFINITIONS

Section 1.1.Definitions.

Section 1.2.Certain Rules of Interpretation.
ARTICLE II  THE BONDS
Section 2.1.Authorized Amount and Issuance of Bonds: Disposition of Bond Proceeds.

Section 2.2.Terms of the Bonds.

Section 2.3.Reserved.

Section 2.4.Reserved.
Section 2.5.Form of Bonds; Execution; Bonds Equally and Ratably Secured; Limited Obligation of the Issuer.

Section 2.6.Authentication.

Section 2.7.Registration, Transfer and Exchange.

Section 2.8.Mutilated, Destroyed, Lost or Stolen Bonds.
Section 2.9.Payments of Principal, Redemption Price and Interest; Persons Entitled Thereto.

Section 2.10.Temporary Bonds.

Section 2.11.Cancellation of Surrendered Bonds.

Section 2.12.Acts of Registered Owners; Evidence of Ownership.

Section 2.13.Book Entry System.

Section 2.14.Payments to Cede & Co.; Payments to Beneficial Owners.
ARTICLE III DEBT SERVICE FUND

Section 3.1.Establishment of Funds and Accounts.

Section 3.2.Debt Service Fund.

Section 3.3.Return of Monies from Non-Presentment of Bonds.
Section 3.4.Debt Service Fund Monies to be Held for All Registered Owners, With Certain Exceptions.

Section 3.5.Additional Accounts and Subaccounts.
ARTICLE IV INVESTMENTS, TAX COVENANTS

Section 4.1.Investment of Funds.

Section 4.2.Arbitrage Bond Covenant.

Section 4.3.Covenants Regarding Tax Exemption.
ARTICLE V REDEMPTION OF BONDS

Section 5.1.Bonds Subject to Redemption.

Section 5.2.Selection of Bonds for Redemption.

Section 5.3.Notice of Redemption.

Section 5.4.Effect of Redemption.

Section 5.5.Reserved.

Section 5.6.Purchase in Lieu of Redemption.
ARTICLE VI REPRESENTATIONS AND COVENANTS OF THE ISSUER

Section 6.1.General Limitation; Issuer’s Representation.

Section 6.2.Payment of Bonds and Performance of Covenants.

Section 6.3.Enforcement of the Loan Agreement.

Section 6.4.No Personal Liability.

Section 6.5.Exemption from Federal Income Taxation.

Section 6.6.Corporate Existence; Compliance with Laws.

Section 6.7.Filings.

Section 6.8.Further Assurances.

Section 6.9.Inspection of Books.
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES

Section 7.1.Events of Default Defined.

Section 7.2.Acceleration and Annulment Thereof.

Section 7.3.Legal Proceedings by Trustee.

Section 7.4.Discontinuance of Proceedings by Trustee.

Section 7.5.Registered Owners May Direct Proceedings.

Section 7.6.Limitations on Actions by Registered Owners.

Section 7.7.Trustee May Enforce Rights Without Possession of Bonds.

Section 7.8.Remedies Not Exclusive.

Section 7.9.Delays and Omissions Not to Impair Rights.

Section 7.10.Application of Monies.

Section 7.11.Trustee’s Right to Receiver.

Section 7.12.Trustee and Registered Owners Entitled to All Remedies.

Section 7.13.Waiver of Past Defaults.
ARTICLE VIII  THE TRUSTEE

Section 8.1.Certain Duties and Responsibilities of Trustee.

Section 8.2.Notice if Event of Default Occurs or Notice if Taxability Occurs.

Section 8.3.Certain Rights of Trustee.

Section 8.4.Not Responsible for Recitals or Issuance of Bonds.

Section 8.5.May Hold Bonds.

Section 8.6.Money Held in Trust.

Section 8.7.Corporate Trustee Required; Eligibility.

Section 8.8.Resignation and Removal of Trustee; Appointment of Successor.

Section 8.9.Acceptance of Appointment by Successor Trustee.

Section 8.10.Merger, Conversion, Consolidation or Succession to Business.

Section 8.11.Fees, Charges and Expenses of Trustee.
ARTICLE IX AMENDMENTS AND SUPPLEMENTS

Section 9.1.Amendments and Supplements Without Registered Owners’ Consent.

Section 9.2.Amendments With Company and Registered Owners’ Consent.

Section 9.3.Amendments to Loan Agreement.

Section 9.4.Right to Payment.
ARTICLE X  DEFEASANCE

Section 10.1.Defeasance.

Section 10.2.Effect of Defeasance.
ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.1.Limitations on Recourse; Immunity of Certain Persons.

Section 11.2.No Rights Conferred on Others.

Section 11.3.Illegal, Etc.  Provisions Disregarded.

Section 11.4.Substitute Publication of Notice.

Section 11.5.Mailed Notice.

Section 11.6.Governing Law.

Section 11.7.Successors and Assigns.

Section 11.8.Action by Company.

Section 11.9.Headings and Subheadings for Convenience Only.

Section 11.10.Counterparts.

Section 11.11.Additional Notices to Rating Agencies.

Section 11.12.Right to Know.
EXHIBIT A-1 (FORM OF 2019A BOND) A-1-
EXHIBIT A-2 (FORM OF 2019B BOND) A-2-
EXHIBIT B DTC LETTER OF REPRESENTATION B-
EXHIBIT C RIGHT-TO-KNOW LAW C-


This Trust Indenture, dated as of September 1, 2019 (the “Indenture”) between the PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY (the “Issuer”), a public instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and a public body corporate and politic organized and existing under the Pennsylvania Economic Development Financing Law, as amended (as defined herein, the “Act”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York state chartered bank with trust powers duly organized and existing under the laws of the State of New York with a corporate trust office in Harrisburg, Pennsylvania, as Trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the Act declares that there is a critical need for the production of water suitable for public use and consumption, that in order to insure continuing supplies of water resources at reasonable rates, it is necessary to provide additional means of financing projects directed to such production, and that to protect the health, safety and general welfare of the people of the Commonwealth and to further encourage economic development and efficiency within the Commonwealth by providing basic services and facilities, it is necessary to provide additional or alternative means of financing facilities for the furnishing of water; and
WHEREAS, the Issuer is authorized to enter into agreements providing for the loan financing of “projects” within the meaning of the Act that promote any of the public purposes set forth in the Act; and
WHEREAS, the York County Industrial Development Authority has issued its York County Industrial Development Authority Exempt Facilities Revenue Bonds, Series 2006 (The York Water Company Project) (the “2006 Bonds”) currently outstanding in the aggregate principal amount of $10,500,000 to provide funds to loan to The York Water Company (the “Company”) for the financing of (i) a portion of the Company’s 2006 Capital Budget, including, but not limited to the design, acquisition, construction, improvement, renovation, equipping and installation of (a) various structures, including distribution buildings, booster stations, pumping stations, and various plant and ancillary buildings, (b) spillway upgrades, standpipes, transmission and distribution mains, service lines, meters, fire hydrants, and pumping, water treatment and purification equipment, and (c) various other capital improvements, replacements and equipment for the Company’s water system located throughout York County, Pennsylvania, and (ii) the payment of all or a portion of the costs of issuance of the 2006 Bonds; and
WHEREAS, the Issuer has issued its Exempt Facilities Revenue Bonds, Series 2008B (The York Water Company Project) (the “2008B Bonds”) to provide funds to loan to the Company for the financing of (i) a portion of the Company's 2008 Capital Budget, including, but not limited to the design, acquisition, construction, improvement, extension, renovation, equipping and installation of (a) various structures, including distribution buildings, booster stations, pumping stations, and various plant and ancillary buildings, (b) spillway upgrades, standpipes, transmission and distribution mains, service lines, meters, fire hydrants, water treatment, pumping and purification equipment, and (c) various other capital improvements, replacements and equipment for the Company’s water system located throughout York County and Adams County, Pennsylvania, and (ii) the payment of all or a portion of the costs of issuance of the 2008B Bonds; and
WHEREAS, the Issuer has issued its Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series 2014 (The York Water Company Project) (the “2014 Bonds,” and together with the 2006 Bonds, the “Refunded Bonds”) currently outstanding in the aggregate principal amount of $14,870,000 to provide funds to loan to the Company for the financing of the current refunding of the 2008B Bonds; and
WHEREAS, at the request of the Company, the Issuer has determined to issue $10,500,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds, Series A of 2019 (The York Water Company Project) (the “2019A Bonds”), in order to refund the outstanding 2006 Bonds for debt service savings (the “Series A Refunding Project”); and
WHEREAS, at the request of the Company, the Issuer has determined to issue $14,870,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds, Series B of 2019 (The York Water Company Project) (the “2019B Bonds,” and together with the 2019A Bonds, the “Bonds”) in order to refund the outstanding 2014 Bonds for debt service savings (the “Series B Refunding Project,” and together with the Series A Refunding Project, the “Refunding Project”); and
WHEREAS, the Issuer has entered into a Loan Agreement dated as of September 1, 2019 (including any supplements and amendments thereto, the “Loan Agreement”) with the Company providing for the loan by the Issuer to the Company of the proceeds of the Bonds for such purpose and the repayment of such loan by the Company; and
WHEREAS, the Bonds and the interest thereon are and shall be payable from and secured by a lien on and pledge of the Installment Loan Payments (as defined in the Loan Agreement) to be made by the Company pursuant to the Loan Agreement in amounts sufficient to pay at maturity or redemption the principal of, premium, if any, and interest on the Bonds when due; and
WHEREAS, all things necessary to make the Bonds, when issued, executed and delivered by the Issuer and authenticated by the Trustee pursuant to this Indenture, the valid, legal and binding special obligations of the Issuer, and to constitute this Indenture a valid pledge of certain income and hereinafter defined Revenues of the Issuer for the payment of the principal of, premium, if any, and interest on the Bonds authenticated and delivered under this Indenture, have been performed and the creation, execution and delivery of this Indenture, and the creation, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; and
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That the Issuer in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and effect, and the performance and observance by the Issuer of all the covenants and conditions herein and therein contained (a) has executed and delivered this Indenture and (b) has agreed to sell, assign, transfer, set over and pledge, and by these presents does hereby sell, assign, transfer, set over and pledge unto Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, in its capacity as Trustee, and to its successors in trust and its assigns forever, to the extent provided in this Indenture, all of the right, title and interest of the Issuer in and to the Loan Agreement (except for the Unassigned Issuer’s Rights as defined in the Loan Agreement), and all the Revenues of the Issuer, and amounts on deposit in the Debt Service Fund as hereinafter in this Indenture provided (collectively, the “Trust Estate”); provided, however, that nothing in the Bonds or in this Indenture shall be construed as pledging the faith or credit or taxing power of the Commonwealth, or any other political subdivision of the Commonwealth, nor shall this Indenture or the Bonds constitute a general obligation of the Issuer, or a debt of the Commonwealth, or any political subdivision thereof;
TO HAVE AND TO HOLD the same unto the Trustee and its successors in trust forever;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit and security of those who shall hold or own the Bonds issued hereunder, or any of them, without preference of any of said Bonds over any others thereof by reason of priority in the time of the issue or negotiation thereof or by reason of the date or maturity thereof, or for any other reason whatsoever, except as otherwise provided herein;
IT IS HEREBY COVENANTED, declared and agreed by and between the parties hereto, that all such Bonds are to be issued, authenticated as required by this Indenture, and delivered and that all property subject or to become subject hereto, including the Revenues, is to be held and applied upon and subject to the further covenants, conditions, uses and trusts hereinafter set forth; and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Trustee and its successors in trust, for the benefit of those who shall hold all of the Bonds, or any of them, as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions.
Capitalized terms used in this Indenture shall have the meanings specified in this Section 1.1 or if not defined in this Section 1.1, shall have the meanings specified in the recitals or other provisions of the Indenture as applicable.  All words and terms used in this Indenture and not defined herein shall, if defined in the Loan Agreement, have the meaning set forth therein.  The words “hereof,” “herein,” “hereto,” “hereby,” and “hereunder” (except in the Form of Bond) refer to the entire Indenture.  All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.
“2019A Bonds” means the $10,500,000 Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series A of 2019 (The York Water Company Project) authorized hereunder.
“2019A Interest Payment Date” means, with respect to the 2019A Bonds, April 1 and October 1 of each year, commencing April 1, 2020.
“2019B Bonds” means the $14,870,000 Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series B of 2019 (The York Water Company Project) authorized hereunder.
“2019B Interest Payment Date” means, with respect to the 2019B Bonds, May 1 and November 1 of each year, commencing May 1, 2020.
Act” means the Pennsylvania Economic Development Financing Law (Act of August 23, 1967 P.  L.  251, No.  102), as amended.  The Act is codified at 73 P.S.  § 371 et seq.
Act of Bankruptcy” means any of the following events:
(i)
The Company (or any Person obligated, as guarantor or otherwise, to make payments under the Loan Agreement) shall (a) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of the Company (or any such other Person obligated, as a guarantor or otherwise, to make payments under the Loan Agreement) or of all or any substantial part of its property, (b) commence a voluntary case under the United States Bankruptcy Code, as now or hereafter in effect and including any amendments thereto, or (c) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts; or
(ii)
A proceeding or case shall be commenced in any court of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution, winding-up, or composition or adjustment of debts, of the Company (or any Person obligated, as guarantor or otherwise, to make payments under the Loan Agreement), (b) the appointment of a trustee, receiver, custodian, liquidator or the like of the Company (or any Person obligated, as a guarantor or otherwise, to make payments under the Loan Agreement) or of all or any substantial part of its property, or (c) similar relief in respect of the Company (or any such other Person obligated, as a guarantor or otherwise, to make payments under the Loan Agreement) under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts.
Administrative Expenses” means fees and expenses of the Trustee and the Issuer including, without limitation, the reasonable fees and expenses of their counsel and other professional advisors.
Authorized Representative” means (i) in the case of the Issuer, each person at the time designated to act on behalf of the Issuer by the most recent written certificate furnished to the Company and the Trustee containing the specimen signature of such person and signed on behalf of the Issuer by its Secretary or Assistant Secretary; and (ii) with respect to each person at the time designated to act on behalf of any other Person (e.g., the Company or the Trustee), by written certificate furnished to the Trustee containing the specimen signature of such other person and signed on behalf of such person, in case of a partnership by each of its general partners (or any other person authorized to sign on behalf of such Partnership) and in the case of a corporation by a person authorized by such corporation to deliver such certificates.
Authorized Denominations” means, $5,000 and any whole multiple thereof.
Beneficial Owners” means the Person who has the right to sell, transfer or otherwise dispose of an interest in a Bond and the right to receive the proceeds therefrom, as well as the interest and principal payable to the holder thereof.  A determination of beneficial ownership in the Bonds will be subject to the rules, regulations and procedures governing DTC and DTC Participants.
Bond Counsel” means any firm of nationally recognized bond counsel selected by the Issuer and not unsatisfactory to the Trustee or the Company.
Bond Documents” means the Financing Documents and all other agreements, certificates, documents and instruments delivered in connection with any of the Financing Documents.
Bond Obligations” means the Debt Service due and payable and to become due and payable, and any other amounts which may be owed by the Company to, or on behalf of, the Issuer or the Trustee under the Bond Documents.
Bond Purchase Agreement” means, with respect to the Bonds, the Bond Purchase Agreement dated September 5, 2019 among the Issuer, the Company and PNC Capital Markets LLC, as underwriter, providing for the purchase and sale of the Bonds.
Bond Resolution” means the resolution of the governing body of the Issuer adopted on August 21, 2019, authorizing the issuance of the Bonds.
Bonds” means collectively, the 2019A Bonds and the 2019B Bonds.
Business Day” means any day which is not (a) a Saturday, a Sunday or in the City of New York, New York, or the city in which the corporate trust operations office of the Trustee or any duly appointed Paying Agent or the office of the Trustee at which this Indenture is being administered is located, a day on which banks are authorized or required by law or executive order to be closed, or (b) a day on which the New York Stock Exchange is closed.
Code” means the Internal Revenue Code of 1986, as amended.
 “Dated Date” means the date of delivery of the Bonds.
Debt Service” means the principal of, premium, if any, and interest on the Bonds.
Debt Service Fund” means the special fund of that name created pursuant to Section 3.1 hereof.
Department” means the Department of Community and Economic Development of the Commonwealth.
Determination of Taxability” means a Final Determination by the Internal Revenue Service or by a court of competent jurisdiction in the United States that, as a result of failure by the Company to observe or perform any covenant, condition or agreement on its part to be observed or performed under the Loan Agreement or as a result of the inaccuracy of any representation or agreement made by the Company under the Loan Agreement, the interest payable on any Bond is includable in the gross income of the Registered Owner or Beneficial Owner of such Bond (other than a Registered Owner or Beneficial Owner who is a “substantial user” of the facilities refinanced by the Refunding Project or a “related person” within the meaning of Section 147(a) of the Code).
Disqualified Contractor” means a Person which has been suspended or debarred by the Commonwealth under its Contractor Responsibility Program, Management Directive 215.9, as amended or replaced by a successive directive rule, regulation or statute from time to time or has been convicted by a court of competent jurisdiction of a crime for which a term of imprisonment of one year or more could have been imposed, and any Person controlled by a Person which has been so suspended, debarred or convicted.
DTC” means The Depository Trust Company, acting as Securities Depository, as set forth in Section 2.13 hereof.
DTC Participant” shall have the meaning assigned from time to time by DTC when used by DTC in reference to a “DTC Participant.”
Event of Default” means any of the events described in Section 7.1 hereof.
Favorable Opinion of Bond Counsel” means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.
Final Determination” means, with respect to a private letter ruling or a technical advice memorandum of the Internal Revenue Service, written notice thereof in a proceeding in which the Company had an opportunity to participate and, otherwise, means written notice of a determination from which no further right of appeal exists or from which no appeal is timely filed with the next level of administrative or judicial review in a proceeding to which the Company was a party or in which the Company had the opportunity to participate.
Financing Documents” means this Indenture, the Loan Agreement, the Tax Documents and the Bonds.
Government Obligations” means any one or more of the following:
(i)
Securities that are direct obligations of the United States of America or securities the timely payment of whose principal and interest is unconditionally guaranteed by the full faith and credit of the United States of America, trust receipts or other evidence of a direct claim upon the instruments described above, including but not limited to CATS (Certificates of Accrual on Treasury Securities), TIGRS (Treasury Investment Growth Receipts) and Government Trust Certificates; or
(ii)
To the extent permitted by law for the particular investment contemplated, pre-refunded municipal obligations meeting the conditions set forth in (a) through (e) below:
(a)
the municipal obligations are (i) not subject to redemption prior to maturity or (ii) the trustee for such municipal obligations has been given irrevocable instructions concerning their calling and redemption and the issuer of such municipal obligations has covenanted not to redeem such bonds other than as set forth in such instructions; and
(b)
the municipal obligations are secured by cash or non-callable United States Government Obligations that may be applied only to interest, principal and premium payments of such municipal obligations; and
(c)
the principal of and interest on such United States Government Obligations (plus any cash in an escrow fund) are sufficient to meet all of the liabilities of the municipal obligations; and
(d)
the cash and/or United States Government Obligations serving as security for the municipal obligations are held by an escrow agent or trustee; and
(e)
the United States Government Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent.
Indenture” means this Trust Indenture dated as of September 1, 2019, as hereafter amended and supplemented by any Supplemental Indenture.
Interest Payment Date” means, collectively, the 2019A Interest Payment Date and the 2019B Interest Payment Date.
Investment Securities” means and includes any of the following securities on which neither the Company nor any of its subsidiaries is the obligor: (a) Government Obligations or obligations of any United States Government Related Entity or obligations guaranteed or insured as to principal and interest by the United States of America or any United States Government Related Entity; “United States Government-Related Entity” shall mean the Export-Import Bank of the United States, Farmers Home Administration, Federal Housing Administration, General Services Administration, Government National Mortgage Association, Federal National Mortgage Association, each Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, each Federal Land Bank, each Federal Intermediate Credit Bank, Banks for Cooperatives and the Farm Credit System and The Student Loan Marketing Association; (b) obligations of a state, a territory, or a possession of the United States, or any political subdivision of any of the foregoing or of the District of Columbia as described in Section 103 of the Code, and rated not less than “A” by a Nationally Recognized Statistical Rating Organization (“NRSRO”); split rated investments where one of the ratings falls below the minimum rating set forth above are not permitted; (c) domestic and eurodollar time deposits, overnight deposits, certificates of deposit and banker’s acceptances (i) maintained at or issued by any office or branch of any bank or trust company organized or licensed under the laws of the United States of America or any state thereof which bank or trust company has capital, surplus and undivided profits of at least $500,000,000, or (ii) maintained at or issued by any bank organized under the laws of a jurisdiction outside of the United States of America provided that the long term securities of such bank or trust company are rated A or higher by at least one NRSRO, in each case maturing not more than 360 days from the date of acquisition thereof; split rated investments where one of the ratings falls below the minimum rating set forth above are not permitted; (d) commercial paper and other instruments that are rated, or that are issued or guaranteed by an issuer that is rated, in the highest, short term category by at least two NRSROs (A-1 shall be deemed to be the highest short term rating for Standard and Poor’s) and maturing not more than 270 days from the date of acquisition thereof; (e) corporate notes and bonds rated “A” or higher by two or more NRSROs maturing not more than 364 days from the date of acquisition thereof; split ratings where one of the ratings falls below the minimum rating set forth above are not permitted; (f) repurchase and reverse repurchase agreements with any bank (or a broker-dealer subsidiary of affiliate of such bank), provided such bank has combined capital, surplus and undivided profits of at least $500,000,000, or any primary dealer of United States government securities provided that the collateral is limited to the investments described in (a) above; (g) shares of any money market mutual fund registered with the Securities and Exchange Commission as an investment company under the Investment Advisors Act of 1940, as amended, including any such fund which is managed by the Trustee or one of its affiliates or subsidiaries, including, without limitation, any mutual fund for which the Trustee or an affiliate of the Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from such funds for services rendered, (ii) the Trustee charges and collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or its affiliates; and (h) any other investment permitted by the Act which, at the time acquired, has received from each Rating Agency then rating the Bonds secured by the investment a rating at least as high as the rating on such Bonds.
Issue Date” means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor.
Loan Agreement” means the Loan Agreement dated as of September 1, 2019 between the Issuer and the Company, as hereafter amended and supplemented by any Supplemental Loan Agreement.
Outstanding” when used with reference to Bonds means all Bonds authenticated and delivered under this Indenture as of the time in question, except:
(a)
All Bonds theretofore canceled or required to be canceled under Section 2.11 hereof;
(b)
Bonds for the payment or redemption of which provision has been made in accordance with Article X hereof; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision satisfactory to the Trustee shall have been made therefor; and
(c)
Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof.
In determining whether the Registered Owners of a requisite aggregate principal amount of Bonds Outstanding have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions hereof, Bonds which are owned of record by the Company or any affiliate thereof shall be disregarded and deemed not to be Outstanding hereunder for the purpose of any such determination (except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded) unless all Bonds are owned by the Company or any affiliate thereof, in which case such Bonds shall be considered outstanding for the purpose of such determination.  For the purpose of this definition, an “affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Paying Agent” means, initially, the Trustee and any successor.
Person” means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, a governmental body or a political subdivision, a municipal corporation, public corporation or any other group or organization of individuals.
Rating Agency” means S&P.
Rebate Fund” means the separate fund, if any, created pursuant to the Tax Documents at the request of the Company and held by the Trustee but not as part of the Trust Estate under this Indenture.
Register” means the registration books of the Issuer described in Section 2.7(a) hereof.
Registered Owner” or “Bondholder” or “Owner” means the Person in whose name any Bond is registered pursuant to Section 2.7(a) hereof.
Regular Record Date” means, with respect to the Bonds, the close of business on the fifteenth day of the month immediately preceding the applicable Interest Payment Date.
Regulations” means the applicable proposed, temporary or final Income Tax Regulations promulgated under the Code, as such regulations may be amended or supplemented from time to time.
Revenues of the Issuer” or “Revenues” means and includes all payments by or on behalf of the Company, including specifically the Installment Loan Payments, under the Loan Agreement to be paid into the Debt Service Fund and all receipts of the Trustee credited against such payments, but not including payments with respect to the indemnification or reimbursement of certain expenses of the Trustee under Section 6.5 of the Loan Agreement and of the Issuer under Sections 6.6, 7.1 and 8.3 of the Loan Agreement or under any other guaranty or indemnification agreement.
S&P” means S&P Global Ratings, a credit rating agency registered with the U.S. Securities and Exchange Commission, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company, by written notice to the Issuer and the Trustee.
Securities Depository” means any “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended.
Settlement Account” shall mean the Settlement Account established by the Trustee as provided in Section 2.1.
Special Mandatory Redemption” means any redemption of Bonds made pursuant to Section 5.1(c) hereof.
Special Record Date” means the Special Record Date established by the Trustee pursuant to Section 2.9(b)(iii) hereof with respect to payment of overdue interest.
Supplemental Indenture” means any supplement to this Indenture delivered pursuant to Article IX hereof.
Supplemental Loan Agreement” means any supplement to the Loan Agreement entered into pursuant to Section 9.3 hereof.
Tax Documents” means the Tax Certificate as to Arbitrage and Instructions as to Compliance with Provisions of Section 103(a) of the Internal Revenue Code of 1986, as amended, of the Company and the Issuer, dated as of the issuance date of the Bonds, and such other documents as Bond Counsel may require to be executed and delivered in connection with the issuance of the Bonds relating to their tax status under the Code.
Trust Estate” means the trust estate as defined in the granting clauses in this Indenture.
United States Government Obligations” means direct obligations of, or obligations the full and timely payment of which are unconditionally guaranteed by, the United States of America.
Section 1.2. Certain Rules of Interpretation.
(a) The definitions set forth in Article I and in the Loan Agreement shall be equally applicable to both the singular and plural forms of the terms therein defined and shall cover all genders.
(b) “Herein,” “hereby,” “hereunder,” “hereof,” “hereinbefore,” “hereinafter” and other equivalent words refer to this Indenture and not solely to the particular Article, Section or Subdivision hereof in which such word is used.
(c) Reference herein to an article number (e.g., Article IV) or a section number (e.g., Section 6.2) shall be construed to be a reference to the designated article number or section number hereof unless the context or use clearly indicates another or different meaning or intent.
(d) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa.
(e) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons.
(f) Any headings preceding the text of the several Articles and Sections of this Indenture, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Indenture, nor shall they affect its meaning, construction or effect.
(g) References to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; and references to agreements and other contractual instruments shall be deemed to include any exhibits and appendices attached thereto and all amendments, supplements and other modifications to such instruments, but only to the extent such amendments, supplements and other modifications are not prohibited by the terms of this Indenture.
(h) Whenever in this Indenture, the Issuer, the Company or the Trustee is named or referred to, it shall include, and shall be deemed to include, its respective successors and assigns whether so expressed or not.  All of the covenants, stipulations, obligations and agreements by or on behalf of, and other provisions for the benefit of, the Issuer, the Company and the Trustee contained in this Indenture shall inure to the benefit of such respective successors and assigns, bind and shall, inure to the benefit of any officer, board, commission, authority, agency or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Issuer or of its successors or assigns, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions of this Indenture.
(i) Every “request,” “order,” “demand,” “application,” “appointment,” “notice,” “statement,” “certificate,” “consent,” “direction” or similar action hereunder by persons referred to herein shall, unless the form thereof is specifically provided, be in writing and signed by an Authorized Representative of the person giving it.

ARTICLE II
THE BONDS
Section 2.1. Authorized Amount and Issuance of Bonds: Disposition of Bond Proceeds.
Upon the execution and delivery of this Indenture, the Issuer shall execute the Bonds and deliver them to the Trustee for authentication.  At the written direction of the Issuer, the Trustee shall authenticate the Bonds, and deliver them to the purchasers thereof upon receipt by the Trustee of the amount due the Issuer for the initial delivery of the Bonds pursuant to the terms of the Bond Purchase Agreement by wire transfer of immediately available funds.  The proceeds of the Bonds shall be deposited by the Trustee in the Settlement Account hereby created by the Trustee and applied pursuant to the terms of a closing statement among the Issuer, the Company and the Trustee dated on or prior to the date of issuance and delivery of the Bonds. Any remaining amount or reserves held in the Settlement Account, after disbursement of the amounts set forth in the closing statement, for a period of sixty (60) days shall be disbursed from the Settlement Account to the Debt Service Fund to be used as described in Article III hereof.  The total principal amount of the Bonds that may be issued hereunder is hereby expressly limited to $25,370,000, except as provided in Section 2.8 hereof.
Section 2.2. Terms of the Bonds.
The Bonds shall be designated “Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series A of 2019 (The York Water Company Project)” and the “Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series B of 2019 (The York Water Company Project)” and shall be issuable only as fully registered Bonds without coupons in Authorized Denominations. Unless the Issuer shall otherwise direct, the 2019A Bonds shall be numbered separately from A-1 upward and the 2019B Bonds shall be numbered separately from B-1 upward.  The 2019A Bonds shall be dated as of the Dated Date and shall mature on October 1, 2036, subject to prior redemption upon the terms and conditions hereinafter set forth herein and the 2019B Bonds shall be dated as of the Dated Date and shall mature on November 1, 2038, subject to prior redemption upon the terms and conditions hereinafter set forth herein. The Bonds shall bear interest at the rate provided therein, from and including the date thereof until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise.  Each Bond shall bear interest on overdue principal and premium, if any, and, to the extent permitted by law, on overdue interest at the rate of interest borne by the Bonds.
Optional Redemption – 2019A Bonds.  The 2019A Bonds are subject to redemption by the Issuer, at the direction of the Company, on or after October 1, 2029, in whole or in part, at any time (and if in part, by lot), in Authorized Denominations, at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued interest, if any, to the redemption date.
Optional Redemption – 2019B Bonds.  The 2019B Bonds are subject to redemption by the Issuer, at the direction of the Company, on or after November 1, 2029 in whole or in part, at any time (and if in part, by lot), in Authorized Denominations, at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued interest, if any, to the redemption date.
Special Mandatory Redemption.  The Bonds are also subject to Special Mandatory Redemption as set forth in Section 5.1(c) hereof.
Section 2.3. Reserved.
Section 2.4. Reserved.
Section 2.5. Form of Bonds; Execution; Bonds Equally and Ratably Secured; Limited Obligation of the Issuer.(a) The 2019A Bonds shall be substantially in the form of Exhibit A-1 and the 2019B Bonds shall be substantially in the form of Exhibit A-2, each attached to this Indenture and made a part hereof, with appropriate insertions, deletions and modifications to reflect the terms of the Bonds.  The Bonds shall be executed on behalf of the Issuer with the manual or facsimile signature of its Chairman or Executive Director and attested by the manual or facsimile signature of its Secretary or Assistant Secretary, and shall have impressed or imprinted thereon the official seal of the Issuer or a facsimile thereof.  All authorized facsimile signatures shall have the same force and effect as if manually signed.  In case any official whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such official before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such official had remained in office until delivery.
(b) The Bonds shall be equally and ratably secured under the Indenture, except as otherwise expressly provided herein.  The Bonds, together with premium, if any, and interest thereon, shall be special, limited obligations of the Issuer secured by the Trust Estate and payable solely from the Revenues (except to the extent paid out of monies attributable to the Bond proceeds or the income from the temporary investment thereof) and shall be a valid claim of the respective owners thereof only against the Debt Service Fund and the Revenues, which Revenues shall be used for no other purpose than to pay the principal of, and premium, if any, and interest on, the Bonds, except as may be otherwise expressly authorized in this Indenture.  The Bonds are limited obligations of the Issuer and are payable solely from amounts payable by the Company under the Loan Agreement and any funds held under the Indenture and available for such payment.  Neither the Commonwealth of Pennsylvania, nor any political subdivision thereof is or shall be obligated to pay the principal of or premium, if any, or interest on the Bonds, and the Bonds shall not be deemed an obligation of the Commonwealth of Pennsylvania, or any political subdivision thereof.  Neither the faith and credit nor the taxing power of the Commonwealth of Pennsylvania, or any political subdivision thereof is pledged to the payment of the principal of or premium, if any, or the interest on the Bonds.  The Issuer has no taxing power.
(c) All covenants, promises, agreements, duties and obligations of the Issuer set forth in the Financing Documents shall be solely the covenants, promises, agreements, duties and obligations of the Issuer and shall not be deemed to be, or be, the covenants, promises, agreements, duties or obligations of any member, officer, employee or agent of the Issuer or the Commonwealth in his or her individual capacity, and no recourse shall be had for the payment of the principal of, or interest on the Bonds or any other amount payable hereunder or in connection herewith, or for any claim based hereon or on the Bonds or the Loan Agreement, against any such member, officer, employee or agent in his or her individual capacity.
Section 2.6. Authentication.
No Bonds shall be valid for any purpose hereunder until the certificate of authentication printed thereon is duly executed by the manual signature of an authorized signatory of the Trustee, acting as authenticating agent.  Such authentication or registration shall be proof that the Registered Owner is entitled to the benefit of the trusts hereby created.  The certificate of the Trustee may be executed by any person authorized by the Trustee, and it shall not be necessary that the same authorized person sign the certificates of authentication of all Bonds.
Section 2.7. Registration, Transfer and Exchange.
(a) The ownership of each Bond shall be recorded in the registration books of the Issuer, which books shall be kept by the Trustee, acting as bond registrar, at its designated corporate trust operations office and shall contain such information as is necessary for the proper discharge of the duties of the Trustee hereunder.
(b) Bonds may be transferred or exchanged as follows: Any Bond may be transferred if endorsed for such transfer by the Registered Owner thereof and surrendered by such Registered Owner or his duly appointed attorney to the Trustee at its designated corporate trust operations office, whereupon the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds in the same series and denominations as the Bond surrendered for transfer or in different Authorized Denominations equal in the aggregate to the principal amount of the surrendered Bond.
(i)
Any Bond or Bonds may be exchanged for one or more Bonds and in the same principal amount, but in a different Authorized Denomination or Authorized Denominations.  Each Bond so to be exchanged shall be surrendered by the Registered Owner thereof or his duly appointed attorney to the Trustee at its designated corporate trust operations office, whereupon a new Bond or Bonds of the same series shall be authenticated and delivered to the Registered Owner.
(ii)
In the case of any Bond of a series properly surrendered for partial redemption, the Trustee shall authenticate and deliver a new Bond of the same series in exchange therefor, such new Bond to be in an Authorized Denomination equal to the unredeemed principal amount of the surrendered Bond without cost to the Owner; provided that, at its option, the Trustee may certify the amount and date of partial redemption upon the partial redemption certificate, if any, printed on the surrendered Bond and return such surrendered Bond to the Registered Owner in lieu of an exchange.
(iii)
No additional resolutions need be adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any Bond or portion thereof, and the Trustee shall provide for the completion, authentication, and delivery of the substitute Bonds in the manner prescribed herein.
Except as provided in subparagraph (iii) above, the Trustee shall not be required to effect any transfer or exchange during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice in the case of Bonds selected for such redemption.  No charge shall be imposed upon Registered Owners in connection with any transfer or exchange, except for taxes or governmental charges related thereto.  No transfers or exchanges shall be valid for any purposes hereunder except as provided above.
All Bonds presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Trustee, duly executed by the registered owner or by such owner’s duly authorized attorney.  The Issuer and the Trustee may require payment by the person requesting an exchange or transfer of bonds of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto, except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption. Additionally, while Bonds are registered as “book-entry” all transfers and exchanges of Bonds are subject to DTC requirements.
Section 2.8. Mutilated, Destroyed, Lost or Stolen Bonds.
(a) If any Bond is mutilated, lost, stolen or destroyed, the Registered Owner thereof shall be entitled to the issuance of a substitute Bond provided that:
(i)
in all cases, the Registered Owner must provide indemnity to the Issuer, the Company and the Trustee satisfactory to each such party to be indemnified against any and all claims arising out of or otherwise related to the issuance of substitute Bonds pursuant to this Section;
(ii)
in the case of a mutilated Bond the Registered Owner shall surrender the Bond to the Trustee for cancellation; and
(iii)
in the case of a lost, stolen or destroyed Bond, the Registered Owner shall provide evidence, satisfactory to the Trustee, of the ownership and the loss, theft or destruction of the affected Bond.
Upon compliance with the foregoing, a new Bond of like tenor, series and denomination, executed by the Issuer, shall be authenticated by the Trustee and delivered to the Registered Owner, all at the expense of the Registered Owner to whom the substitute Bond is delivered.  Notwithstanding the foregoing, the Trustee shall not be required to authenticate and deliver any substitute for a Bond which has been called for redemption or which has matured or is about to mature and, in any such case, the principal or redemption price then due or becoming due shall be paid by the Trustee in accordance with the terms of the mutilated, lost, stolen or destroyed Bond without substitution therefor.
(b) Every Bond issued pursuant to this Section 2.8 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds duly issued hereunder.
(c) All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, unless expressly inconsistent with any law or statute existing or hereafter enacted with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender.
Section 2.9. Payments of Principal, Redemption Price and Interest; Persons Entitled Thereto.
(a) The principal or redemption price of each Bond shall be payable in lawful money of the United States of America upon surrender of such Bond to the designated corporate trust operations office of the Trustee, initially in Harrisburg, Pennsylvania.  Such payments shall be made to the Registered Owner of the Bond so surrendered, as shown on the registration books maintained by the Trustee on the date of payment.
(b) Each Bond shall bear interest and be payable in lawful money of the United States of America as to interest as follows:
(i)
Each Bond shall bear interest (A) from the date of authentication, if authenticated on an applicable Interest Payment Date to which interest has been paid or duly provided for, or (B) from the last preceding applicable Interest Payment Date to which interest has been paid or duly provided for (or the Dated Date if no interest thereon has been paid) in all other cases.
(ii)
Subject to the provisions of subparagraph (iii) below, the interest due on any Bond on any applicable Interest Payment Date shall be paid to the Registered Owner of such Bond as shown on the registration books kept by the Trustee as of the Regular Record Date.  The amount of interest payable on any applicable Interest Payment Date shall be computed on the basis of a 360-day year of twelve (12) 30-day months.
(iii) If the funds available under this Indenture are insufficient on any applicable Interest Payment Date to pay the interest then due, the Regular Record Date shall no longer be applicable with respect to the Bonds.  If sufficient funds for the payment of such overdue interest thereafter become available, the Trustee shall immediately establish a special interest payment date for the payment of the overdue interest and a Special Record Date (which shall be a Business Day) for determining the Registered Owners entitled to payments.  Notice of such date so established shall be mailed by the Trustee to each Owner at least ten (10) days prior to the Special Record Date, but not more than thirty (30) days prior to the special interest payment date.  The overdue interest shall be paid on the special interest payment date to the Registered Owners, as shown on the registration books kept by the Trustee as of the close of business on the Special Record Date.
(c) Interest due at the maturity or redemption of the Bonds shall be paid only upon presentation and surrender of Bonds at the corporate trust operations office of the Trustee in Harrisburg, Pennsylvania or such other office as may be designated by the Trustee in writing to the Issuer, the Company and the Owners of the Bonds.
(d) All Bonds issued hereunder are and are to be, to the extent provided in this Indenture, equally and ratably secured by this Indenture without preference, priority or distinction on account of the actual time or times of the authentication, delivery or maturity of the Bonds so that, subject as aforesaid, all Bonds at any time Outstanding hereunder shall have the same right, lien and preference under and by virtue of this Indenture and shall all be equally and ratably secured hereby with like effect as if they had all been executed, authenticated and delivered simultaneously on the date hereof, whether the same, or any of them, shall actually be disposed of at such date, or whether they, or any of them, shall be disposed of at some future date.
Section 2.10. Temporary Bonds.
Pending preparation of definitive Bonds, the Issuer may issue, in lieu of definitive Bonds, one or more temporary printed or typewritten Bonds in Authorized Denominations, of substantially the tenor recited above. At the written request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds.  Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds.  Temporary 2019A Bonds shall be numbered consecutively upward from TR-A1 and temporary 2019B Bonds shall be numbered consecutively upward from TR-B1.
Section 2.11. Cancellation of Surrendered Bonds.
The Trustee shall cancel (a) all Bonds surrendered for transfer or exchange, for payment at maturity or for redemption (unless the surrendered Bond is to be partially redeemed and the Trustee elects to return the Bond, certified as to the partial redemption, to the Registered Owner thereof pursuant to Section 2.7(b)(ii)), and (b) all Bonds purchased at the direction of the Company and surrendered to the Trustee for cancellation.  The Trustee shall deliver to the Issuer a certificate of cancellation in respect of all Bonds canceled in accordance with this Section.
Section 2.12. Acts of Registered Owners; Evidence of Ownership.
Any action to be taken by Registered Owners may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Registered Owners in person or by an agent appointed in writing.  The fact and date of the execution by any Person of any such instrument may be proved by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution.  Any action by the Registered Owner of any Bond shall bind all future Registered Owners of the same Bond in respect of anything done or suffered by the Issuer or the Trustee in pursuance thereof.

Section 2.13. Book Entry System.
(a) DTC will act as Securities Depository for each series of the Bonds.  The Bonds shall be initially issued in the form of a single fully registered Bond for each series registered in the name of Cede & Co.  (DTC’s partnership nominee).  So long as Cede & Co.  is the Registered Owner of the Bonds, as nominee of DTC, references herein to Registered Owners, Bondholders or holders or Owners of the Bonds shall mean Cede & Co.  and shall not mean the beneficial owners of the Bonds.
(b) The ownership interest of each of the Beneficial Owners of the Bonds will be recorded through the records of a DTC Participant.  Transfers of beneficial ownership interests in the Bonds which are registered in the name of Cede & Co.  will be accompanied by book entries made by DTC and, in turn, by the DTC Participants who act on behalf of the Beneficial Owners of the Bonds.
(c) With respect to Bonds registered in the name of Cede & Co., as DTC’s nominee, the Issuer and the Trustee shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Indenture. Without limiting the immediately preceding sentence, the Issuer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the registration books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner, as shown in the registration books of any amount with respect to principal of, premium, if any, or interest on, the Bonds.
(d)
Notwithstanding any other provisions of this Indenture to the contrary, the Issuer and the Trustee shall be entitled to treat and consider the person in whose name each Bond is registered in the registration books as the absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever.  The Trustee shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the registration books as provided in this Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of, premium, if any, and interest on, the Bonds to the extent of the sum or sums so paid.
(e) No person other than a Registered Owner, as shown in the registration books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, pursuant to this Indenture.
(f) Any provision of this Indenture permitting or requiring the delivery of Bonds shall, while the book-entry system is in effect, be satisfied by the notation on the books of DTC or a DTC Participant, if applicable, of the transfer of the Beneficial Owner’s interest in such Bond.
(g) So long as the book-entry system is in effect, the Trustee and the Issuer shall comply with the terms of the Letter of Representations, a copy of which is attached hereto as Exhibit B and made a part hereof, or an alternate Letter of Representations as required by DTC.
(h) DTC may determine to discontinue providing its service with respect to the Bonds at any time by giving reasonable written notice and all relevant information on the Beneficial Owners of the Bonds to the Issuer or the Trustee and discharging its responsibilities with respect thereto under applicable law.  If there is no successor Securities Depository appointed by the Issuer, the Trustee shall authenticate and deliver Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information.  The Issuer, at the direction of the Company, may determine not to continue participation in the system of book entry transfers through DTC (or a successor Securities Depository) at any time by giving reasonable written notice to DTC (or a successor Securities Depository) and the Trustee.  In such event, the Issuer shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the Beneficial Owners thereof in accordance with the information respecting the Beneficial Owners provided to the Trustee by DTC, but without any liability on the part of the Issuer or the Trustee for the accuracy of such information.
The Chairman or Executive Director of the Issuer are hereby authorized to execute any additional Letter of Representations or similar document necessary from time to time to continue or provide for the DTC book-entry system.
Section 2.14. Payments to Cede & Co.; Payments to Beneficial Owners.
(a) Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on, such Bond and all notices with respect to such Bond shall be made and given, respectively, pursuant to DTC’s rules and procedures.
(b) Payments by the DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is now the case with municipal securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such DTC Participant and not of DTC, the Trustee or the Issuer, subject to any statutory and regulatory requirements as may be in effect from time to time.
ARTICLE III
DEBT SERVICE FUND
Section 3.1. Establishment of Funds and Accounts.
The Issuer hereby establishes with the Trustee a trust fund designated the Debt Service Fund.
Section 3.2. Debt Service Fund.
Monies in the Debt Service Fund shall be held in trust for the Bondholders and, except as otherwise expressly provided herein, shall be used solely for the payment of the interest on the Bonds and for the payment of principal of or premium, if any, on the Bonds upon maturity, whether stated or accelerated, or upon redemption thereof pursuant to Article V hereof.  The Issuer hereby authorizes and directs the Trustee, and the Trustee hereby agrees, to withdraw and make available at its designated office sufficient funds (to the extent available) from the Debt Service Fund to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, which authorization and direction the Trustee hereby accepts.
Section 3.3. Return of Monies from Non-Presentment of Bonds.
In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, at the date fixed for redemption thereof, or otherwise, and is not thereafter presented for payment, any funds which shall be held for the payment of such principal or redemption price and which remain unclaimed by the Owner of the Bond not presented for payment for a period of two (2) years after such due date thereof, shall, upon request in writing by the Company to the Trustee, and subject to applicable unclaimed property or similar law of the Commonwealth, be paid by the Trustee to the Company.  The owners of the Bonds for which the related deposit was made shall thereafter be limited to a claim against the Company for such monies without interest thereon and only to the extent the related deposit was repaid to the Company.
Section 3.4. Debt Service Fund Monies to be Held for All Registered Owners, With Certain Exceptions.
Until applied as herein provided, monies and investments held in the Debt Service Fund shall be held in trust for the benefit of the Registered Owners of all Outstanding Bonds, except that on and after the date on which the interest on or principal or redemption price of any particular Bond or Bonds is due and payable from the Debt Service Fund, the unexpended balance of the amount deposited or reserved in such fund for the making of such payments shall, to the extent necessary therefor, be held for the benefit of the Registered Owner or Registered Owners entitled thereto.
Section 3.5. Additional Accounts and Subaccounts.
At the written request of the Company, the Trustee shall establish and maintain additional accounts or subaccounts within the Debt Service Fund as the Company may reasonably request in writing; provided that (a) in each case, the written request of the Company shall set forth in reasonable detail the sources of deposits into and disbursements from the account or subaccount to be established, and (b) in each case, the sources of deposits into and disbursements from the account or subaccount to be established shall be limited to the sources of deposits permitted or required to be made into and the disbursements permitted or required to be made from the fund or account within which it is to be established.
ARTICLE IV
INVESTMENTS, TAX COVENANTS
Section 4.1. Investment of Funds.
Pending disbursement of the amounts on deposit in the Debt Service Fund (other than any monies held by the Trustee to pay the principal of, premium, if any, or interest which has previously become payable with respect to the Bonds which shall only be invested as provided below in the next succeeding paragraph) as provided herein, the Trustee is hereby directed to invest and reinvest such amounts in Investment Securities promptly upon receipt of, and, subject to the limitations set forth in this Article, in accordance with the written instructions of the Company.  In the event no such written instructions are received by the Trustee, such amounts shall be invested in Investment Securities described in clause (g) of the definition thereof, pending receipt of such investment instructions, or held by the Trustee as cash, uninvested, without liability for interest.  All such investments, as well as the investments described in the next succeeding paragraph, shall be credited to the fund (and account and subaccount therein) from which the money used to acquire such investments shall have come, and all income and profits on such investments shall be credited to, and all losses thereon shall be charged against, such fund (and account and subaccount therein).  As amounts invested are needed for disbursement from the Debt Service Fund, the Trustee shall cause a sufficient amount of the investments credited to that fund to be redeemed or sold and converted into cash to the credit of that fund (and account and subaccount therein).  The Trustee shall not be liable or responsible for any loss resulting from any such investment or reinvestment or redemption or sale as herein authorized; except that the Trustee shall be liable for any loss resulting from its willful or grossly negligent failure, within a reasonable time after receiving the direction from the Company to make any investment or reinvestment in the manner provided for herein at the Company’s written direction.  If the Trustee is unable, after reasonable effort and within a reasonable time, to make any such investment or reinvestment, it shall so notify the Company in writing and thereafter the Trustee shall be relieved of all responsibility with respect thereto.  The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries.
Notwithstanding anything to the contrary contained herein, any monies held by the Trustee to pay the principal of, premium, if any, or interest which has previously become payable with respect to the Bonds shall only be invested by the Trustee overnight in United States Government Obligations or other Investment Securities rated “A+” or higher by any Rating Agency then rating the Bonds as directed in writing by the Company.
The Company by its execution of the Loan Agreement covenants to restrict the investment of money in the funds created under this Indenture in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are delivered to their original purchaser, so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code and the Regulations, and the Trustee hereby agrees to comply with the Company’s written instructions with respect to the investment of money in the funds created under this Indenture so long as such instructions conform to the requirements of the Indenture.
Notwithstanding the foregoing, the Company will not direct the Trustee to make investments under this Indenture that conflict with or exceed the limitations set forth in the Tax Documents.  The Trustee shall have no responsibility with respect to the compliance by the Company or the Issuer with respect to any covenant herein regarding investments made in accordance with this Article, including those covenants regarding the limitations set forth in the Tax Documents, other than to use its best reasonable efforts to comply with instructions from the Company regarding such investments.  Since the investments permitted by this Section have been included at the request of the Company and the making of such investments will be subject to the Company’s written direction, the Issuer and the Trustee specifically disclaim and shall not have any obligation to the Company for any loss arising from, or tax consequences of, investments pursuant to the provisions of this Section.  Confirmations are not required from the Trustee for permitted investments included in a monthly statement rendered by the Trustee, and no statement need be rendered by the Trustee for any fund or account if no investment or income accrual activity occurred in such fund or account during such month.
Ratings of Investment Securities shall be determined at the time of purchase of such Investment Securities and the Trustee shall have no responsibility to monitor the ratings thereof.
Section 4.2. Arbitrage Bond Covenant.
With respect to the authority to invest funds granted in this Indenture, the Issuer hereby covenants with the Bondholders that, subject to the Company’s written direction of the investment of funds, it will make no use of the proceeds of the Bonds, or any other funds which may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Code, which would cause the Bonds to be “arbitrage bonds” within the meaning of such Section.
The Trustee shall provide such information as the Company may reasonably request in writing to enable the Company to calculate the amount of earnings on the monies held under this Indenture.
The Company has covenanted in the Loan Agreement to take all action necessary to preserve the exemption from federal income taxation of interest on the Bonds, including without limitation, the payment of any rebate due under the Code.  The Trustee has undertaken no duty, and is under no obligation to calculate any amount due with respect to such rebate, to verify amounts contained in any written request or direction, or to make such payments.
Section 4.3. Covenants Regarding Tax Exemption.
The Issuer covenants to refrain from any action which would adversely affect, or to take such action as is reasonable and available and within its control to assure, the treatment of the Bonds as obligations described in Section 103(a) of the Code, the interest on which is not included in the “gross income” of the holder (other than the income of a “substantial user” of the facilities refinanced by the Refunding Project or a “related person” within the meaning of Section 147(a) of the Code) for purposes of federal income taxation.

ARTICLE V
REDEMPTION OF BONDS
Section 5.1. Bonds Subject to Redemption.
(a) Optional Redemption.  The Bonds are subject to optional redemption as set forth in Section 2.2 hereof.
(b) Reserved.
(c) Special Mandatory Redemption of the Bonds.  The Bonds of a series are subject to Special Mandatory Redemption prior to maturity not later than 180 days after the Company has actual knowledge of the occurrence of a Determination of Taxability at a redemption price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the redemption date.  Any such Special Mandatory Redemption shall be in whole with respect to the applicable series unless the Company delivers to the Trustee an opinion of Bond Counsel that redemption of a portion of the Bonds Outstanding would have the result that interest payable on the Bonds of such series remaining Outstanding after such redemption would not be includable for federal income tax purposes in the gross income of any Owner or Beneficial Owner of a Bond (other than an Owner or Beneficial Owner who is a “substantial user” of the facilities refinanced by the Refunding Project or a “related person” within the meaning of Section 147(a) of the Code and the applicable regulations thereunder), and in such event, the Bonds of the applicable series or portions thereof (in Authorized Denominations) shall be redeemed at such times and in such amounts as Bond Counsel shall so direct in such opinion.
If the Trustee receives written notice from any Owner stating that (i) the Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such Owner for the reasons stated in the definition of “Determination of Taxability” set forth herein or any other proceeding has been instituted against such Owner which may lead to a Final Determination, and (ii) such Owner will afford the Company the opportunity to contest the same, either directly or in the name of the Owner, and until a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the Company and the Issuer and to the Owners of Bonds then Outstanding.  If the Trustee thereafter receives written notice of a Final Determination, the Trustee shall make demand for prepayment of the unpaid Installment Loan Payments under the Loan Agreement or necessary portions thereof as set forth in such notice of Final Determination from the Company and give notice of the Special Mandatory Redemption of the appropriate amount of Bonds of the applicable series on the earliest practicable date within the required period of 180 days.  In taking any action or making any determination under this Section 5.1(c), the Trustee may rely on an opinion of counsel.
Section 5.2. Selection of Bonds for Redemption.
In the event that fewer than all Bonds subject to redemption are to be redeemed, Bonds shall be selected by the Trustee for redemption by lot. In the case of Bonds of varying Authorized Denominations, each Bond shall be treated as representing that number of Bonds which is obtained by dividing the face amount thereof by the minimum Authorized Denomination applicable to such Bond.  In no event shall there remain outstanding in the name of any Owner, a Bond in an amount less than the minimum Authorized Denomination.
Section 5.3. Notice of Redemption.
The Company must deliver written notice by facsimile or first class mail to the Issuer and the Trustee of its intention to prepay the amounts due under the Loan Agreement and its request that the Bonds be called for redemption at least thirty (30) days prior to the proposed redemption date (or such lesser period as is acceptable to the Trustee). Unless previously delivered to the Trustee and the Issuer, any such notice from the Company relating to Special Mandatory Redemption shall be accompanied by a certificate as to the occurrence of the event or events on which any Special Mandatory Redemption is based. The Trustee shall cause notice of any redemption of Bonds hereunder to be given to the Registered Owners of all Bonds to be redeemed at the registered addresses appearing in the registration books kept for such purpose pursuant to Article II hereof.  Each such notice shall (i) be given by facsimile or by first class mail at least twenty (20) days prior to the redemption date, (ii) identify the Bonds of the applicable series to be redeemed (specifying the CUSIP numbers, if any, assigned to the Bonds), (iii) specify the redemption date and the redemption price, and (iv) state that on the redemption date the Bonds called for redemption will be payable at the designated corporate trust operations office of the Trustee, that from that date interest will cease to accrue, and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the Bonds.  No defect affecting any Bond, whether in the notice of redemption or mailing thereof (including any failure to mail such notice), shall affect the validity of the redemption proceedings for any other Bonds.  The Trustee shall also send a notice of prepayment or redemption by first class mail to the Registered Owner of any Bond who has not sent such Bond in for redemption sixty (60) days after the redemption date.
In addition, the Trustee shall give notice of redemption of Bonds by facsimile or by mail, first class postage prepaid, at least twenty (20) days prior to a redemption date to each registered Securities Depository and to any national information service that disseminates redemption notices. Any notice sent to registered securities depositories or such national information services shall be sent so that they are received at least two (2) days prior to the general mailing or publication date of such notice.  The Trustee may, but shall not be required to, give such other notice or notices as may be recommended in releases, letters, pronouncements or other writings of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board.  No defect in or delay or failure in giving any recommended notice described in this paragraph shall in any manner affect the notice of redemption described in the preceding paragraph of this Section 5.3 and any notice mailed as provided in the preceding paragraph of this Section 5.3 shall be conclusively presumed to have been duly given, whether or not the Registered Owner receives the notice.
With respect to any notice of optional redemption of Bonds, unless upon the giving of such notice such Bonds shall be deemed to have been paid within the meaning of Article X hereof, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of monies sufficient to pay the principal of, and premium, if any, and interest on, such Bonds to be redeemed, and that if such monies shall not have been so received said notice shall be of no force and effect and the Issuer shall not be required to redeem such Bonds.  In the event that such notice of redemption contains such a condition and such monies are not so received, the redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice to all Owners of Outstanding Bonds, in the manner in which the notice of redemption was given, that such monies were not so received.
Section 5.4. Effect of Redemption.
If the redemption price of the Bonds has been paid to the Trustee in immediately available funds on or before the redemption date, then interest thereon will cease to accrue, and the Registered Owners will have no rights with respect to such Bonds nor will they be entitled to the benefits of the Indenture except to receive payment of the redemption price thereof and unpaid interest accrued to the date fixed for redemption.
Section 5.5. Reserved.
Section 5.6. Purchase in Lieu of Redemption.
Notwithstanding anything to the contrary contained herein, the Company may elect to purchase from the Owners any Bonds that have been called for redemption under Section 5.1 hereof on the redemption date by giving the Trustee and the Issuer written notice at least two (2) Business Days prior to the date the Bonds are to be redeemed.  The principal amount of Bonds to be redeemed on the applicable redemption date shall be reduced by the amount of Bonds so purchased.  Prior to the date that any such purchased Bonds are sold by the Company, the Company and the Trustee shall receive a Favorable Opinion of Bond Counsel.
ARTICLE VI
REPRESENTATIONS AND COVENANTS OF THE ISSUER
Section 6.1. General Limitation; Issuer’s Representation.
The representations and covenants of the Issuer herein and in any proceeding, document or certification incidental to issuance of the Bonds shall not create a pecuniary liability of the Issuer, except to the extent of the Trust Estate.  The Issuer represents and covenants that it has made no pledge, assignment or other conveyance of its rights, title and interest in the Trust Estate except to the Trustee as provided herein.
Section 6.2. Payment of Bonds and Performance of Covenants.
The Issuer shall, but only out of the Revenues, promptly pay the principal of, premium, if any, and interest on the Bonds at the place, on the dates and in the manner provided in the Bonds.  The Issuer shall promptly perform and observe all of its other covenants, undertakings and obligations set forth in the Financing Documents.
Section 6.3. Enforcement of the Loan Agreement.
The Loan Agreement, a duly executed counterpart of which has been filed with the Trustee, sets forth the covenants and obligations of the Company, including provisions that the Loan Agreement may only be amended with the written consent of the Trustee, and reference is hereby made to the Loan Agreement for a statement of such covenants and obligations of the Company.  Subject to Section 6.4 hereof and the enforcement of Unassigned Issuer’s Rights by the Issuer, the Trustee may enforce against the Company or any Person any rights of the Issuer or obligations of the Company under or arising from the Bonds or the Loan Agreement, whether or not the Issuer is in default hereunder or under the Bonds, but the Trustee shall not be deemed to have thereby assumed the obligations of the Issuer under the Loan Agreement.  The Issuer shall fully cooperate with the Trustee in the enforcement by the Trustee of any such rights.
Section 6.4. No Personal Liability.
No member, officer, attorney, agent or employee of the Issuer or the Department, including any person executing this Indenture or the Bonds and no individual employee or agent of the Company shall be liable personally on the Bonds or be subject to any personal liability for any reason relating to the issuance of the Bonds.
Section 6.5. Exemption from Federal Income Taxation.
The Issuer will not knowingly take any action, or omit to take any action, which action or omission will adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds, and in the event of such action or omission will promptly, upon receiving knowledge thereof, take all lawful actions, based on advice of counsel and at the expense of the Company, as may rescind or otherwise negate such action or omission.
Section 6.6. Corporate Existence; Compliance with Laws.
The Issuer shall maintain its corporate existence; shall use its best efforts to maintain and renew all its rights, powers, privileges and franchises; and shall comply with all valid and applicable laws, rules, regulations, orders, requirements and directions of any legislative, executive, administrative or judicial body relating to the Issuer’s participation in the financing of the Refunding Project, the issuance of the Bonds or its execution, delivery and performance of this Indenture and the Loan Agreement.
Section 6.7. Filings.
The Company on behalf of the Issuer shall cause this Indenture or financing statements relating hereto to be filed, in such manner and at such places as may be required by law fully to protect the security of the Registered Owners and the right, title and interest of the Trustee in and to the Trust Estate or any part thereof.  From time to time, the Trustee may, but shall not be required to, obtain an opinion of counsel setting forth what, if any, actions by the Issuer or Trustee should be taken to preserve such security.  The Company on behalf of the Issuer shall execute or cause to be executed any and all further instruments as shall reasonably be requested by the Trustee for such protection of the interests of the Registered Owners and shall furnish satisfactory evidence to the Trustee of filing and refiling of such instruments and of every additional instrument which shall be necessary to preserve the lien of the Indenture upon the Trust Estate or any part thereof until the principal or redemption price of, and interest on the Bonds issued hereunder shall have been paid in full.  The Company on behalf of the Issuer shall cause to be prepared, and the Trustee shall execute or join in the execution of, any such further or additional instrument and file or join in the filing thereof at such time or times and in such place or places as it may be advised by an opinion of counsel to preserve the lien of this Indenture upon the Trust Estate or any part thereof until the aforesaid principal or redemption price and interest shall have been paid.
The Trustee shall not be responsible for and makes not representation as to the legality, effectiveness or sufficiency of any security document or for the creation, perfection, priority or protection of any lien securing the Bonds. The Trustee shall not be responsible for filing any financing or continuation statement or recording any documents or instruments in any public office at any time or otherwise for perfecting or maintaining the perfection of any lien or security interest in the trust estate it being understood that the Company shall be obligated to make such filings on behalf of the Issuer and the Trustee and provide a copy of the filed initial financing statement to the Trustee.
Section 6.8. Further Assurances.
Except to the extent otherwise provided in this Indenture, the Issuer shall not enter into any contract or take any action by which the rights of the Trustee or the Registered Owners may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Indenture.
Section 6.9. Inspection of Books.
All books and records, if any, in the Issuer’s possession relating to the Refunding Project and the amounts derived from the Refunding Project shall, upon written request and at all reasonable times, be open to inspection by such accountants or other agents as the Trustee may from time to time designate.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1. Events of Default Defined.
(a) Each of the following shall be an Event of Default hereunder:
(i)
Payment of any installment of interest, principal, or premium, if any, on the Bonds is not made when due and payable; or
(ii)
An Act of Bankruptcy shall occur; or
(iii)
Failure by the Issuer to observe or perform any covenant, condition or agreement on its part to be observed or performed under this Indenture, other than as referred to in (i) above, for a period of 30 days after written notice is given to the Issuer, specifying such failure and requesting that it be remedied, by the Trustee; provided, however, that if the failure stated in the notice is such that it can be remedied but not within such 30-day period, it shall not constitute an Event of Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Issuer within such period and is diligently pursued until the default is remedied; or
(iv)
The occurrence of an Event of Default under the Loan Agreement.
(b) The Trustee shall promptly notify the Issuer and the Company in writing of the occurrence of any Event of Default after it receives written notice or has actual knowledge (as it relates to Section 7.1(a)(i) of such occurrence).
(c) Force Majeure. The provisions of Section 7.1(a)(iii) hereof and
Section 8.1(b)(vi) of the Loan Agreement are subject to the following limitations: if by reason of acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the Government of the United States or of the Commonwealth or any department, agency, political subdivision, court or official of any of them, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; volcanoes; fires; hurricanes; tornadoes; storms; blue northers; floods; washouts; droughts; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery; partial or entire failure of utilities; or any cause or event not reasonably within the control of either the Company or the Issuer, the Company is unable in whole or in part to carry out any one or more of its agreements or obligations contained in the Loan Agreement (other than its obligations under Sections 6.4 through 6.6, 6.9, 6.10, 6.12, 7.1, 7.2 and 8.3 thereof) or the Issuer is unable in whole or in part to carry out any one or more of its agreements or obligations contained in this Indenture (other than its obligations to pay the principal of, and premium, if any, and interest on the Bonds as herein provided), neither the Company nor the Issuer shall be deemed in default by reason of not carrying out said agreement or agreements or performing said obligation or obligations during the continuance of such inability.  Both the Company and the Issuer shall make reasonable efforts to remedy with all reasonable dispatch the cause or causes preventing them from carrying out their respective agreements; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Company, and the Company shall not be required to make settlement of strikes, lockouts and other disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of the Company unfavorable to the Company.
Section 7.2. Acceleration and Annulment Thereof.
(a) Upon the occurrence of an Event of Default described in Section 7.1(a)(ii) hereof, the principal of all Bonds then Outstanding, together with accrued interest thereon, shall automatically become due and payable immediately without any declaration of acceleration by the Trustee, anything in this Indenture to the contrary notwithstanding.  Upon the occurrence of any other Event of Default hereunder the Trustee may, and upon the written direction of the Registered Owners of 25% or more in principal amount of the Bonds then Outstanding and (subject to the provisions of Section 8.1(b) hereof) receipt of indemnity to its sole satisfaction shall, by notice in writing to the Issuer and the Company declare the principal of all Bonds then Outstanding to be immediately due and payable, and upon such declaration, the said principal, together with interest accrued thereon, shall become due and payable immediately, anything in this Indenture or in the Bonds to the contrary notwithstanding; provided, however, that no such declaration shall be made if the Company cures such Event of Default prior to the date of the declaration. Upon any acceleration hereunder (whether automatic or by declaration), all payments due under the Loan Agreement shall automatically become immediately due and payable and the Trustee shall promptly exercise such rights as it may have under the Loan Agreement.
Promptly following any declaration of acceleration (or promptly after the Trustee has knowledge of an automatic acceleration), the Trustee shall cause to be mailed notice of such acceleration by first class mail to each Owner of a Bond at his last address appearing on the registration books of the Trustee.  Any defect in or failure to give such notice of such acceleration shall not affect the validity of such acceleration.
(b) If after the principal then due on the Bonds has been declared to be due and payable, and the redemption price then due and all arrears of interest upon the Bonds are caused to be paid by the Issuer, and the Issuer also causes to be performed all other things in respect to which it may have been in default hereunder and causes to be paid by the Company or otherwise the reasonable charges of the Trustee and the Registered Owners, plus reasonable attorney’s fees, or any such default is waived as provided in Section 7.13 hereof, then, and in every such case, the Trustee may, or upon the direction in writing of the Registered Owners of a majority in principal amount of the Bonds then Outstanding, shall annul such declaration and its consequences and such annulment shall be binding upon the Trustee, the Issuer and upon all Registered Owners of Bonds issued hereunder.  No such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon.
Section 7.3. Legal Proceedings by Trustee.
If any Event of Default has occurred and is continuing, the Trustee in its discretion may, and upon the written request of the Registered Owners of 25% or more in principal amount of the Bonds then Outstanding and receipt of indemnity to its sole satisfaction shall, in its own name;
(a) By mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Registered Owners, including the right to require the Issuer or the Company to carry out any other agreements with, or for the benefit of, the Registered Owners;
(b) Bring suit upon the Bonds;
(c) By action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Registered Owners; and
(d) By action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Registered Owners.
Section 7.4. Discontinuance of Proceedings by Trustee.
If any proceeding taken by the Trustee on account of any default is discontinued or is determined adversely to the Trustee, then the Issuer, the Trustee, the Company and the Registered Owners shall be restored to their former positions and rights hereunder as though no such proceeding had been taken.
Section 7.5. Registered Owners May Direct Proceedings.
The Registered Owners of a majority in principal amount of the Bonds then Outstanding hereunder shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee hereunder; provided that the Trustee shall have the right to decline to follow any such direction if the Trustee, upon advice of counsel, determines that the action so directed may not be lawfully taken or if the Trustee in good faith determines that the action so directed might involve the Trustee in personal liability or might unduly prejudice the interests of the Registered Owners not parties to such direction, it being understood that the Trustee has no duty to ascertain whether or not such actions so directed are unduly prejudicial to such Registered Owners.
Section 7.6. Limitations on Actions by Registered Owners.
No Registered Owner shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default or the Trustee is deemed to have notice as provided in Section 8.3(h), (b) the Registered Owners of at least 25% in principal amount of the Bonds then Outstanding shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities, and (d) the Trustee shall have failed to comply with such request within a reasonable time; it being understood and intended that no one or more Registered Owners shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by its, his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal and ratable benefit of the owners of all Bonds then Outstanding.  Nothing contained in this Indenture, however, shall affect or impair the right of any Registered Owner to enforce the payment of the principal of, premium, if any, and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to cause the payment of the principal of, premium, if any, and interest on each of the Bonds issued hereunder to the respective owners thereof on the date, at the place, from the source and in the manner in the Bonds expressed.
Section 7.7. Trustee May Enforce Rights Without Possession of Bonds.
All rights under this Indenture and the Bonds may be enforced by the Trustee without the possession of any Bonds or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Registered Owners of the Bonds.


Section 7.8. Remedies Not Exclusive.
Except as limited under Section 11.1 of this Indenture, no remedy herein conferred is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
Section 7.9. Delays and Omissions Not to Impair Rights.
No delay or omission in respect of exercising any right or power accruing upon any default shall impair such right or power or be a waiver of such default, and every remedy given by this Article may be exercised from time to time and as often as may be deemed expedient.
Section 7.10. Application of Monies.
All monies received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of costs, expenses, liabilities and advances paid, incurred or made or anticipated by the Trustee, its agents and counsel, and any receiver approved by the Trustee, in the collection of such monies and of the expenses, liabilities and advances incurred or made by the Trustee, its agents and counsel, and any receiver approved by the Trustee, be deposited in the Debt Service Fund; and all monies in the Debt Service Fund (other than monies held for the payment of a particular Bond) shall be applied, as follows:
(a) Unless the principal of all of the Bonds shall have become or shall have been declared due and payable, all such monies shall be applied:
First - to the payment to the persons entitled thereto of all interest then due on the Bonds or if the amount available shall not be sufficient for such purpose, then to the payment ratably, to the persons entitled thereto without any discrimination or privilege; and
Second - to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds matured, or called for redemption for the payment of which monies and/or Government Obligations are held pursuant to this Indenture), in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege.
(b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such monies shall be applied to the payment of the principal and the interest then due and unpaid upon the Bonds (other than installments of interest, and amounts of principal of Bonds matured or called for redemption, for the payment of which monies and/or Government Obligations are held pursuant to this Indenture) without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege.
(c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the monies shall be applied in accordance with the provisions of paragraph (a) of this Section.
Whenever monies are to be applied pursuant to the provisions of this Section, such monies shall be applied as soon as practicable as the Trustee shall in good faith determine having due regard to the amount of such monies available for application and the likelihood of additional monies becoming available for such application in the future.  Whenever the Trustee shall apply such funds, it shall fix the date (which shall be the date of acceleration of the Bonds or if there shall not have been an acceleration, such date as shall be determined by the Trustee) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue.  The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such monies and of the fixing of any such date, and shall not be required to make payment to the holder of any Bond until such Bond shall be presented to the Trustee.
Section 7.11. Trustee’s Right to Receiver.
The Trustee shall be entitled as of right to the appointment of a receiver; and the Trustee, the Registered Owners and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are permitted by law.
Section 7.12. Trustee and Registered Owners Entitled to All Remedies.
It is the purpose of this Article to make available to the Trustee and the Registered Owners all lawful remedies; but should any remedy herein granted be held unlawful, the Trustee and the Registered Owners shall nevertheless be entitled to every other remedy provided by law.  It is further intended that, insofar as lawfully possible, the provisions of this Article shall apply to and be binding upon any trustee or receiver who may be appointed hereunder.
Section 7.13. Waiver of Past Defaults.
The Registered Owners of not less than a majority in principal amount of the Outstanding Bonds may on behalf of the Registered Owners of all the Bonds (by written notice thereof to the Issuer and the Trustee) waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of, redemption premium, if any, or interest on, any Bond unless prior to such waiver or rescission, all arrears of principal or interest, or both, as the case may be, and all expenses of the Trustee, its agents and counsel in connection with such default shall have been paid or provided for; or (2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Registered Owner of each Outstanding Bond.  Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
ARTICLE VIII
THE TRUSTEE
Section 8.1. Certain Duties and Responsibilities of Trustee.
(a) The Trustee accepts the trusts hereby created and agrees to perform the duties herein required of it upon the terms and conditions hereof.  The Trustee shall have the right, power and authority, at all times, to do all things not inconsistent with the express provisions of this Indenture which it may deem necessary or advisable in order to: (i) enforce the provisions of this Indenture, (ii) take any action with respect to any Event of Default, (iii) institute, appear in or defend any suit or other proceeding with respect to an Event of Default, or (iv) protect the interests of the Owners of any Outstanding Bonds.  The Trustee shall be responsible only for performing those duties of the Trustee specifically provided for herein and no implied duties or liabilities shall be read into this Indenture against the Trustee.
(b) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and, except as provided in the next succeeding sentence in respect of the period during the continuance of an Event of Default, the Trustee shall not be liable for any action reasonably taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it hereby, or be responsible other than for its own gross negligence or willful misconduct.  In case an Event of Default has occurred and is continuing of which the Trustee has been notified as provided in Section 8.3(h) or of which it is deemed to have notice pursuant to such Section, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise under the circumstances in the conduct of his own affairs.
(c) The Trustee shall not be required to give any bond or surety in respect of the execution of its rights and duties under this Indenture.
(d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that
(i)
this subsection shall not be construed to limit the effect of subsection (a) of this Section;
(ii)
the Trustee shall not be liable for any error of judgment made in good faith by its officers, unless it shall be proved that the Trustee was grossly negligent in ascertaining the pertinent facts;
(iii)
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction of the Registered Owners of at least 25% or not less than a majority in aggregate principal amount of the Outstanding Bonds permitted to be given by them under this Indenture except as otherwise provided herein; and
(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity, satisfactory to the Trustee in its sole discretion, against such risk or liability is not assured to it.
(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(f) Except as otherwise expressly provided by the provisions of this Indenture, the Trustee shall not be obligated and may not be required to give or furnish any notice, demand, report, request, reply, statement, advice or opinion to any Holder or any other Person, and the Trustee shall not incur any liability for its failure or refusal to give or furnish the same unless obligated or required to do so by the express provisions hereof.
(g) In acting or omitting to act pursuant to the provisions of the Loan Agreement, the Trustee shall be entitled to all of the rights and immunities accorded to it under the Loan Agreement and this Indenture, including but not limited to those set out in this Article VIII.
(h) Notwithstanding any provisions of this Indenture to the contrary, the Trustee shall not be liable or responsible for the accuracy of any calculation or determination which may be required in connection with or for the purpose of complying with Section 148 of the Code, including, without limitation, the calculation of amounts required to be paid to the United States under the provisions of Section 148 of the Code, the maximum amount which may be invested in “nonpurpose obligations” as defined in the Code and the fair market value of any investments made hereunder, and the sole obligation of the Trustee with respect to the investments of funds hereunder shall be to invest the monies received by the Trustee as provided herein pursuant to the written instructions of the Company.
Section 8.2. Notice if Event of Default Occurs or Notice if Taxability Occurs.
The Trustee shall give written notice as soon as possible (and in any event within three (3) Business Days) to the Registered Owners (with copies to the parties to the Financing Documents) of the occurrence of any Event of Default hereunder after the Trustee acquires actual knowledge thereof, unless such default shall have been cured or waived; provided, however, that, in the case of an Event of Default of the character described in Sections 7.1(a)(iii), the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interest of the Registered Owners.  The Trustee shall also give to the parties to the Financing Documents and the Registered Owners written notice within five (5) Business Days of receipt by it of any notification from the Internal Revenue Service that the interest on the Bonds is subject to federal income taxation.
Section 8.3. Certain Rights of Trustee.
Except as otherwise provided in Section 8.1:
(a) the Trustee may conclusively rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and any action taken by the Trustee pursuant to this Indenture upon the request, authority or consent of any Registered Owner (determined at the time of such request, authority or consent) shall be conclusive and binding upon all future owners of the same Bond and any Bonds issued in exchange therefor;
(b) any request or direction of the Issuer or the Company mentioned herein shall be sufficiently evidenced by a writing signed by an Authorized Representative and any resolution of the Issuer may be sufficiently evidenced by a copy of such resolution certified by an Authorized Representative;
(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a certificate of an Authorized Representative;
(d) before the Trustee acts or refrains from acting, it may consult with counsel, engineers or other experts as may be appropriate, and the written advice of such counsel, engineers or other experts as may be appropriate shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Registered Owners pursuant to this Indenture, unless such Registered Owners shall have offered to the Trustee security or indemnity acceptable to the Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction and such action may be lawfully taken;
(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon reasonable notice and during regular business hours, and subject, further to the Company’s safety and confidentiality requirements to examine the books, records and premises of the Company relating to the Bonds and the books and records of the Issuer concerning the Bonds personally or by agent or attorney;
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or indirectly or by or through agents or attorneys provided that the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney reasonably appointed by it hereunder in good faith; and
(h) the Trustee shall not be required to take notice or be deemed to have notice of any default hereunder unless the Trustee shall be specifically notified of such default in writing by the Issuer, the Company or the Owners of a majority in principal amount of the Outstanding Bonds, and in the absence of such notice the Trustee may conclusively assume there is no default; provided, however, that the Trustee shall be required to take and be deemed to have notice of its failure to receive the monies necessary to make payments when due of the Bond Obligations.
Section 8.4. Not Responsible for Recitals or Issuance of Bonds.
Except for the Trustee’s certificate of authentication signed on the Bonds, the Trustee assumes no responsibility for correctness of the terms set forth herein or in the Bonds.  The Trustee makes no representations as to the validity or sufficiency of this Indenture, except that the Trustee represents that said Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legal, valid and binding obligation of the Trustee in accordance with the terms hereof, except as its enforceability may be subject to (i) the exercise of judicial discretion in accordance with general equitable principles; and (ii) applicable bankruptcy, insolvency, reorganization, moratorium and other laws for the relief of debtors heretofore or hereafter enacted to the extent that the same may be constitutionally applied.  Further, the Trustee makes no representations as to the validity or sufficiency of the Bonds.  The Trustee shall not be accountable for the use or application by the Issuer or the Company of Bonds or the proceeds thereof.  The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement on the part of the Issuer or the Company under the Loan Agreement (except as provided in Section 8.3(h) hereof), but the Trustee may require of the Issuer or the Company full information and advice as to the performance on such covenants, conditions and agreements.
The Trustee shall have no responsibility, opinion or liability with respect to any information statement or recital found in any official statement or other disclosure material, prepared or distributed with respect to the issuance of the Bonds, except for information provided by the Trustee.
The Trustee shall not be liable to the Issuer, the Company or the Bondholders or deemed in breach or default hereunder if and to the extent its performance hereunder or under the Loan Agreement is prevented by reason of force majeure.  The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care.  Force majeure shall include acts of God, terrorism, war, riots, strikes, floods, earthquakes, epidemics or other similar occurrences.
Section 8.5. May Hold Bonds.
The Trustee or any other agent of the Issuer or the Company, in its individual or any other capacity, may become the owner of Bonds and may otherwise deal with the Issuer or the Company with the same rights it would have if it were not Trustee or such other agent.  The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Registered Owners may be entitled to take with like effect.  The Trustee may also engage in or be interested in financial or other transactions with the Company and the Issuer; provided that such transactions are not in conflict with its duties under this Indenture.
Section 8.6. Money Held in Trust.
All money deposited from time to time in the Debt Service Fund shall be held in trust for the benefit of the Owners but, except as provided in Article X of this Indenture, need not be segregated from other funds held in trust under this Indenture by the Trustee, but shall be segregated at all times from all funds of the Issuer or the Trustee not held by the Trustee under this Indenture.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise provided in this Indenture.
Section 8.7. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be a corporation or association organized and doing business under the laws of the United States of America or of any state that is either a trust company or a bank in good standing in the Commonwealth, authorized under such laws to exercise trust powers and authorized under the Act to act as Trustee hereunder, having a combined capital, surplus and undivided profits of at least $100,000,000, subject to supervision or examination by federal or state authority and shall not be a Disqualified Contractor.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
Section 8.8. Resignation and Removal of Trustee; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 8.9 of this Indenture.
(b) The Trustee may resign at any time by giving written notice thereof to the other parties to the Financing Documents.  If an instrument of acceptance by a successor Trustee shall not have been delivered to the resigning Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.
(c) The Trustee may be removed at any time by the Owners of a majority in aggregate principal amount of the Outstanding Bonds, or so long as no Event of Default or no event which with the passage of time or the giving of notice or both would constitute an Event of Default relating to the Company is then in existence, by the Company, in either case by an instrument in writing delivered to the parties to the Financing Documents not less than fifteen (15) days prior to the intended effective date of the removal.
(d)
If at any time: (i) the Trustee shall cease to be eligible under Section 8.7 of this Indenture or under applicable law and shall fail to resign after written request therefor as a result thereof by any party to a Financing Document or by a Registered Owner who has been a bona fide Owner for at least six (6) months, or (ii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (x) the Company or the Issuer may remove the Trustee, or (y) any Registered Owner who has been a bona fide Owner for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, at the direction of the Company, shall promptly appoint a successor Trustee.  If, within sixty (60) days after such resignation, removal or incapability, or the occurrence of such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds and notice of acceptance of such appointment is delivered to the parties to the Financing Documents, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer.  The Trustee shall assign all its interests hereunder to the successor Trustee.  If no successor Trustee shall have been so appointed by the Issuer or the Registered Owners and accepted appointment in the manner hereinafter provided, any Registered Owner who has been a bona fide Registered Owner for at least six (6) months may, on behalf of himself and all other Owners similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.
(f) The Issuer, at the expense of the Company, shall give prompt notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event to the Registered Owners and to the parties to the Financing Documents.  Each notice shall include the name of the successor Trustee and the address of its corporate trust operations office.
Section 8.9. Acceptance of Appointment by Successor Trustee.
Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the parties to the Financing Documents, including the retiring Trustee, an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges and expenses, including the charges and expenses of its counsel, by the Company, execute and deliver an instrument prepared by the successor Trustee transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.  No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.
Section 8.10. Merger, Conversion, Consolidation or Succession to Business.
Any corporation or association into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, to the extent operative, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
Section 8.11. Fees, Charges and Expenses of Trustee.
Pursuant to the provisions of Section 6.5 and 8.3 of the Loan Agreement, the Trustee shall be entitled to be paid by the Company reasonable compensation for its services rendered hereunder and to reimbursement for its actual documented out-of-pocket expenses (including reasonable counsel fees) necessarily incurred in connection therewith.  The Company may, without creating a default hereunder, contest in good faith the necessity for and the reasonableness of any such services and expenses.  The Company, the Issuer and the Bondholders agree that the Trustee shall have a lien for the foregoing compensation, expenses and fees upon the Trust Estate (other than monies held for the payment of particular Bonds whether or not such payment is then due and owing) and, upon an Event of Default hereunder, the Trustee shall have a right of payment prior to payment to the Bondholders on account of principal of, premium, if any, and interest on any Bond as provided in Section 7.10 hereof.
The Issuer shall require the Company, pursuant to the Loan Agreement, to indemnify and hold harmless the Trustee against any liabilities which the Trustee may incur in the exercise and performance of its powers and duties hereunder, under the Loan Agreement and any other agreement referred to herein which are not due to the Trustee’s gross negligence or willful misconduct, and for any fees and expenses of the Trustee to the extent funds are not available under this Indenture as provided in the preceding paragraph for the payment thereof.  The rights of the Trustee under this Section shall survive the payment in full of the Bonds and the discharge of this Indenture.  The Trustee acknowledges that the requirement set forth in this paragraph has been satisfied by the Issuer and agrees that in the event the Company fails to perform its obligations under the Loan Agreement relating to such undertaking, the Trustee will make no claim against the Issuer with respect thereto.
When the Trustee incurs expenses or renders services after an Event of Default as a result of an Act of Bankruptcy of the Company, the expenses and the compensation for services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration of the bankruptcy estate under applicable bankruptcy law.
ARTICLE IX
AMENDMENTS AND SUPPLEMENTS
Section 9.1. Amendments and Supplements Without Registered Owners’ Consent.
This Indenture may be amended or supplemented from time to time, without the consent of the Registered Owners but only with the consent of the Company by a Supplemental Indenture authorized by a certified resolution of the Issuer filed with the Trustee, for one or more of the following purposes:
(a) to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer; or
(b) to cure any ambiguity or to cure, correct or supplement any defective (whether because of any inconsistency with any other provision hereof or otherwise) provision of this Indenture in such manner as shall not be inconsistent with this Indenture and shall not impair the security hereof or adversely affect the Registered Owners; or
(c) to provide procedures permitting Registered Owners to utilize an uncertificated system of registration for Bonds or for the issuance of Bonds pursuant to a book entry system with a Securities Depository or other entity; or
(d) to modify, alter, amend, supplement or restate this Indenture in any and all respects necessary, desirable or appropriate in order to satisfy the requirements of any Rating Agency which may from time to time provide a rating on the Bonds, or in order to obtain or retain such rating on the Bonds as is deemed necessary by the Company; or
(e) to make any change which, in the judgment of the Trustee, does not adversely affect the rights or security of the Registered Owners.
In determining compliance with this Section, the Trustee may request such certificates and opinions of counsel as it deems necessary and may rely conclusively on such certificates and opinions in the absence of gross negligence or willful misconduct.
Section 9.2. Amendments With Company and Registered Owners’ Consent.
(a) Consent of Majority.  With the written consent of the Company, the parties to this Indenture may enter into Indentures supplemental to this Indenture or amendments to this Indenture modifying, adding to or eliminating any of the provisions hereof but, if such supplement or amendment is not of the character described in Section 9.1, only with the consent of the Registered Owners of not less than a majority of the aggregate principal amount of the Outstanding Bonds, but subject to the limitations of Section 9.2(b).
(b) Consent of All Bondholders.  Notwithstanding the foregoing, no supplement or amendment to this Indenture shall, without the consent of the Registered Owner of each Outstanding Bond so affected, (i) extend the maturity date of any Bond, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or reduce any premium payable upon the redemption thereof, or extend or reduce the amount of any mandatory redemption requirement, (ii) deprive such Registered Owner of the lien hereof on the Revenues pledged hereunder and on the Trust Estate, (iii) decrease the amounts payable by the Company under Section 6.4 of the Loan Agreement, (iv) reduce the aggregate principal amount of Bonds the Registered Owners of which are required to approve any such supplement or amendment to this Indenture, (v) increase the percentage of the aggregate principal amount of Bonds the Registered Owners of which are required to direct the Trustee to accelerate the maturity of the Bonds, or (vi) provide a privilege or priority of any Bond over any other Bond.
(c) Effective Date of Amendment.  The Trustee shall establish a record date for purposes of approval of any such amendment or supplement described in subsections (a) and (b) of this Section 9.2, and shall cause notice of such record date and such proposed amendment to be given to the Owners in the same manner as notices of redemption are given by the Trustee.
Such notice shall briefly set forth the nature of the proposed amendment and shall state that copies thereof are on file at the designated office of the Trustee for inspection by all Registered Owners.  If, within sixty (60) days (or such longer period as shall be prescribed by the Company in a written notice to the Trustee and the Issuer) following the mailing of such notice, the Registered Owners of the requisite aggregate principal amount of the Bonds Outstanding at the time of the record date established for such purpose shall have consented to and approved such amendment, no Registered Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the parties to such amendment from adopting the same or from taking any action pursuant to the provisions thereof.  Upon receipt of the consent of the Registered Owners of the requisite aggregate principal amount of the Bonds Outstanding, the Issuer and the Trustee may execute such amendment.
The consent of a Registered Owner shall be evidenced by an instrument executed by such Registered Owner, delivered to the Trustee, which instrument shall refer to the proposed amendment described in said notice and shall specifically consent to and approve such amendment.  Any consent given by a Registered Owner as of such record date shall be irrevocable for a period of six (6) months from the date such consent is given, and shall be conclusive and binding upon all future Registered Owners of the same Bond during such period.  Such consent may be revoked at any time after six (6) months from the date such consent was given by such Registered Owner or by a successor in title, by filing written notice thereof with the Issuer, the Company and the Trustee, but such revocation shall not be effective if the Registered Owners of the requisite aggregate principal amount of the Bonds Outstanding have, prior to the attempted revocation, consented to and approved such amendment.
Notwithstanding any provision herein to the contrary, no amendment to this Indenture which affects the rights or obligations of the Trustee shall be effective against the Trustee without its written consent.
(d) Opinion of Bond Counsel Regarding Supplemental Bond Indenture.  The Issuer and the Trustee shall not enter into a Supplemental Indenture pursuant to this Article 9 unless they shall have received an opinion of Bond Counsel to the effect that (i) the proposed amendment hereto is authorized hereunder, (ii) such Supplemental Indenture constitutes a valid and binding obligation of the Issuer enforceable in accordance with its terms, (iii) all conditions precedent thereto have been satisfied, and (iv) the execution and delivery of the proposed Supplemental Indenture will not result in the inclusion of interest on the Bonds in gross income for federal income tax purposes.
Section 9.3. Amendments to Loan Agreement.
The Loan Agreement may be amended by written agreement of the Issuer and the Company and with the written consent of the Trustee, provided that no amendment may be made which would adversely affect the rights of some but less than all Outstanding Bonds without the consent of (a) the Registered Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding and (b) the Registered Owners of not less than a majority in aggregate principal amount of the Bonds so affected; and no amendment may be made which would (i) decrease the amounts payable under the Loan Agreement as Installment Loan Payments; (ii) change any date of payment or prepayment provisions under the Loan Agreement; or (iii) change the amendment provisions of the Loan Agreement without the consent of all of the Registered Owners of the Bonds adversely affected thereby, and provided further that the Loan Agreement may be amended by written agreement of the Issuer and the Company and with the written consent of the Trustee, but not the Owners, in order to make conforming changes with respect to amendments made to this Indenture pursuant to Section 9.1(d) or (e).
Section 9.4. Right to Payment.
Notwithstanding any other provisions in this Indenture to the contrary, the right of the Owner of any Bond to receive payment of the principal of, and the premium, if any, and interest on, such Bond, on or after the respective due dates expressed herein, or to institute suit for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent of such Owner.
ARTICLE X
DEFEASANCE
Section 10.1. Defeasance.
If the Issuer or Company shall pay or cause to be paid, or there shall be otherwise paid or provision for payment made to or for the Owners from time to time of the Bonds, the principal of, premium, if any, and interest due or to become due thereon on the dates and in the manner stipulated therein, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof and if all other liabilities of the Company under the Loan Agreement shall have been satisfied, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the lien of this Indenture shall be canceled and discharged (except with respect to monies held by the Trustee hereunder for the payment of Bonds as aforesaid, and the rights and immunities of the Issuer and the Trustee hereunder), and upon written request of the Issuer or the Company, the Trustee shall execute and deliver to the Issuer such instruments in writing as shall be required by the Issuer or the Company to cancel and discharge the lien hereof and thereof, and reconvey, release, assign and deliver unto the Issuer and the Company, respectively, the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture.
Any Bond shall be deemed to be paid within the meaning of this Section 10.1 when payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption prior to maturity as provided in this Indenture or otherwise), either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with the Trustee, in trust for the benefit of and subject to a security interest in favor of the owner of such Bond, and irrevocably setting aside exclusively for such payment on such due date, (1) monies sufficient to make such payment, or (2) Government Obligations (provided that in the opinion of Bond Counsel delivered to the Trustee and the Issuer such deposit of Government Obligations will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or cause any of the Bonds to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code) maturing as to principal and interest in such amounts and on such dates as will (together with any monies held under clause (1)), in the written opinion to the Trustee from a firm of certified public accountants not unsatisfactory to the Trustee, provide sufficient monies without reinvestment to make such payment, and if all necessary and proper fees, compensation and expenses of the Trustee pertaining to the Bonds with respect to which such deposit is made and all other liabilities of the Company under the Loan Agreement shall have been paid or the payment thereof provided for to the satisfaction of the Trustee.  At such time as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes set forth in Sections 2.7 and 2.8 hereof and any such payment from such monies or Government Obligations on the date or dates specified at the time of such deposit.
Notwithstanding the foregoing, in the case of Bonds which are to be redeemed prior to the maturity date, no deposit under clause (ii) of the immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until proper notice of redemption of such Bonds shall have been previously given in accordance with Article V hereof, or until the Company, on behalf of the Issuer, shall have given the Trustee, in form satisfactory to the Trustee, irrevocable written instructions:
(a)
stating the redemption date when the principal (and premium, if any) of each such Bond is to be paid (which may be any redemption date permitted by this Indenture); and
(b)
to call for redemption pursuant to this Indenture any Bonds to be redeemed prior to the maturity date pursuant to (a) hereof.
In the case of Bonds which are not to be redeemed within the next succeeding sixty (60) days, the Trustee shall mail, as soon as practicable, in the manner prescribed by Article V hereof, a notice to the Owners of such Bonds that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 10.1 and stating the redemption or maturity date upon which monies are to be available for the payment of the redemption price on or principal of said Bonds.
Any monies so deposited with the Trustee as provided in this Section 10.1 may at the written direction of the Company also be invested and reinvested in Government Obligations, maturing in the written opinion of a firm of certified public accountants delivered and not unsatisfactory to the Trustee in the amounts and on the dates as hereinbefore set forth, and all income from all Government Obligations in the hands of the Trustee pursuant to this Section 10.1 which, in the written opinion to the Trustee from a firm of certified public accountants not unsatisfactory to the Trustee, is not required for the payment of the Bonds and interest and premium, if any, thereon with respect to which such monies are deposited, shall be deposited in the Debt Service Fund as and when collected for use and application as are other monies deposited in that fund.
Anything in Article IX hereof to the contrary notwithstanding, if monies or Government Obligations have been deposited or set aside with the Trustee pursuant to this Section 10.1 for the payment of the principal of, premium, if any, and interest on the Bonds and the principal of, premium, if any, and interest on such Bonds shall not have in fact been actually paid in full, no amendment to the provisions of this Section 10.1 shall be made without the consent of the Owner of each of the Bonds affected thereby.
If an agreement with a Securities Depository as described in Section 2.13 hereof is then in effect and such agreement provides for the Company to obtain a CUSIP number in the event of a partial refunding or redemption of the Bonds and the authentication of a new Bond for the refunded or redeemed Bonds, then the Company shall comply with the provisions of such agreement.
Section 10.2. Effect of Defeasance.
Notwithstanding anything stated to the contrary in this Article, no defeasance hereunder shall relieve the Trustee of any duty with respect to, or discharge or terminate the provisions hereof with respect to, the payment, transfer, purchase, exchange, registration or redemption of Bonds.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.1. Limitations on Recourse; Immunity of Certain Persons.
No recourse shall be had for any claim based on this Indenture or the Bonds against any past, present or future member, officer, official, agent, attorney or employee of the Issuer, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability and all such claims being hereby expressly waived and released as a condition of, and as consideration for, the execution of this Indenture and the issuance of the Bonds.  The Bonds are payable solely from the Revenues pledged hereunder and other monies held by the Trustee hereunder for such purpose.  The Issuer shall be conclusively deemed to have complied with all of its covenants and other obligations hereunder, including but not limited to those set forth in Articles III and VI hereof, upon requiring the Company in the Loan Agreement to agree to perform such Issuer covenants and other obligations (excepting only any approvals or consents permitted or required to be given by the Issuer hereunder, and any exceptions to the performance by the Company of the Issuer’s covenants and other obligations hereunder, as may be contained in the Loan Agreement).  However, nothing contained in any such agreement in the Loan Agreement shall prevent the Issuer from time to time, in its discretion, from performing any such covenants or other obligations.  The Issuer shall have no liability for any failure to fulfill, or breach by the Company of, the Company’s obligations under the Bonds, this Indenture, the Loan Agreement, or otherwise, including without limitation the Company’s obligation to fulfill the Issuer’s covenants and other obligations under this Indenture.
Section 11.2. No Rights Conferred on Others.
Nothing herein contained shall confer any right upon any Person other than the parties hereto, the Company and the Registered Owners of the Bonds.
Section 11.3. Illegal, Etc.  Provisions Disregarded.
If any term or provision of this Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such term or provision to persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law.
Section 11.4. Substitute Publication of Notice.
If for any reason it shall be impossible to make publication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.
Section 11.5. Mailed Notice.
All notices required or authorized to be given to the Company, the Issuer and the Trustee pursuant to this Indenture shall be in writing and shall be given as provided herein or delivered by hand or overnight courier service or mailed by first class, registered or certified mail, return receipt requested, postage prepaid, or sent by telecopy with evidence of receipt confirmed to the sender, to the following address:
(a) to the Company, to:
The York Water Company
130 East Market Street
York, PA 17401
Attention: CFO
Telecopy No.: (717) 852-0058
(b) to the Issuer, to:
Department of Community and Economic Development
Pennsylvania Economic Development Financing Authority
Center for Private Financing
Commonwealth Keystone Building
400 North Street, 4th Floor
Harrisburg, PA  17120
Attention: Executive Director
Telecopy No.: (717) 787-0879
(c) to the Trustee, to:
Manufacturers and Traders Trust Company
213 Market Street
Harrisburg, PA 17101
Attention: Corporate Trust Department
Telecopy No.: (717) 231-2615
or to such other addresses as may from time to time be furnished to the parties, effective upon the receipt of notice thereof given as set forth above.
The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing officers with the Issuer to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer whenever a person is to be added or deleted from the listing.  If the Issuer elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.  The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.  The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer.  The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.  The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
“Electronic Means” shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder
Section 11.6. Governing Law.
This Indenture shall be governed, in all respects including validity, interpretation and effect by, and shall be enforceable in accordance with, the laws of the United States of America and of the Commonwealth.
Section 11.7. Successors and Assigns.
All the covenants, promises and agreements in this Indenture contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.
Section 11.8. Action by Company.
Any requirement imposed by this Indenture or the Loan Agreement on the Issuer may, if not performed by the Issuer, be performed by the Company and such performance by the Company shall constitute compliance with the requirements of this Indenture or the Loan Agreement as if performed by the Issuer.
Section 11.9. Headings and Subheadings for Convenience Only.
The table of contents and descriptive headings and subheadings in this Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
Section 11.10. Counterparts.
This Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.
Section 11.11. Additional Notices to Rating Agencies.
The Trustee hereby agrees that if at any time (a) there is a change in the Trustee (b) there are any amendments to the Indenture or the Loan Agreement or (c) all or any part of the principal of the Bonds is paid, the Trustee shall use its best efforts to promptly give notice as provided in Section 11.5 hereof of any such event to each Rating Agency then maintaining a rating on the Bonds, which notice in the case of an event described in clause (b) above shall include a copy of any such amendment.  The agreement contained in this paragraph is made as a matter of courtesy and accommodation only and the Trustee shall have no liability to any person for any failure to comply therewith.
Section 11.12. Right to Know. This Indenture is subject to the Right to Know provisions contained in Exhibit C attached hereto and made a part hereof.

IN WITNESS WHEREOF, the Issuer and Trustee have caused this Trust Indenture to be executed in their respective corporate names and caused their respective corporate seals to be hereunto affixed and attested by their respective duly authorized officers or representatives, as of the day first above written.
 
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY
 
 
 
By: /s/Stephen M. Drizos
      Executive Director
[Seal]
 
Attest:
 
 
By: /s/Craig S. Petrasic
      (Assistant) Secretary
 
 
MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee
 
 
 
By: /s/Stevie C. Blackston II
      Assistant Vice President

Signature Page to Trust Indenture dated September 1, 2019

EXHIBIT A-1
(FORM OF 2019A BOND)
[The following legend shall appear so long as the Book Entry System described in Section 2.13 of the Indenture has not been discontinued.]

This 2019A Bond is subject to a Book Entry System of Registration under which, except as specifically provided otherwise in the Indenture (hereinafter defined), Cede & Co., as nominee of The Depository Trust Company, a New York corporation (“DTC”), will be the Registered Owner and will hold this 2019A Bond on behalf of the Beneficial Owner hereof.  By acceptance of a confirmation of purchase, delivery or transfer, the Beneficial Owner of this 2019A Bond shall be deemed to have agreed to such arrangement.  Cede & Co., as Registered Owner of this 2019A Bond, shall be treated as the Owner of this 2019A Bond for all purposes.

Unless this 2019A Bond is presented by an Authorized Representative of DTC to the Trustee for registration of transfer, exchange, or payment, and any 2019A Bond issued is registered in the name of Cede & Co.  or in such other name as is requested by an Authorized Representative of DTC (and any payment is made to Cede & Co.  or to such other entity as is requested by an Authorized Representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY
Exempt Facilities Revenue Refunding Bonds
Series A of 2019
(The York Water Company Project)
No.  R-1 $__________
Interest Rate
Dated Date
Maturity Date
CUSIP
 
       October 8, 2019
   
Registered Owner: CEDE & CO.
Principal Amount: DOLLARS
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY (the “Issuer”), a public instrumentality of the Commonwealth of Pennsylvania and a body corporate and politic organized and existing under the Pennsylvania Economic Development Financing Law, as amended (the “Act”), for value received, hereby promises to pay, but solely from the sources hereinafter set forth, to the Registered Owner named above or registered assigns, on the Maturity Date specified above (unless this 2019A Bond shall have been previously called for redemption in whole or in part and payment of the redemption price shall have been duly made or provided for) the Principal Amount shown above upon surrender of this 2019A Bond at the designated corporate trust office of the Trustee (hereinafter defined) and to pay interest thereon, but solely from such sources, at the Interest Rate per annum shown above on April 1 and October 1 of each year, commencing April 1, 2020 (each a “2019A Interest Payment Date”).  This 2019A Bond shall bear interest from the date of authentication if authenticated on a  2019A Interest Payment Date to which interest has been paid or duly provided for, otherwise from the last preceding 2019A Interest Payment Date to which interest has been paid or duly provided for or from the Dated Date if no interest hereon has been paid. The amount of interest payable on any 2019A Interest Payment Date shall be computed on the basis of a 360-day year of twelve (12) 30-day months. The principal or redemption price of this 2019A Bond (or of a portion of this 2019A Bond in the case of a partial redemption) is payable to the Registered Owner hereof at the corporate trust office of Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, or the designated office of its successor as trustee (the “Trustee”).  Interest shall be paid to the Registered Owner hereof whose name appears on the registration books kept by the Trustee as of the Regular Record Date by check drawn on the Trustee and mailed on the applicable interest payment date to such Registered Owner, or at the option of any Registered Owner, by wire transfer of immediately available funds to such wire transfer address of a bank in the United States as such Registered Owner shall specify in writing to the Trustee no later than the Record Date for such payment.  The Regular Record Date for any 2019A Interest Payment Date shall be the close of business on the fifteenth day of the month immediately preceding the 2019A Interest Payment Date. Any interest which is not timely paid or duly provided for shall cease to be payable to the Holder as of the Regular Record Date, and shall be payable to the Holder in whose name this 2019A Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such overdue interest.  Notice of the Special Record Date shall be mailed to Holders not less than ten (10) days prior thereto, but not more than thirty (30) days prior to the special interest payment date.
This 2019A Bond is one of the Issuer’s duly authorized Exempt Facilities Revenue Refunding Bonds, Series A of 2019 (The York Water Company Project) aggregating $10,500,000 original principal amount (the “2019A Bonds”), issued under and pursuant to the Act and laws of the Commonwealth, and the Trust Indenture dated as of September 1, 2019 (together with any supplements or amendments thereto, the “Indenture”), between the Issuer and the Trustee.  Concurrently with the issuance of the 2019A Bonds, the Issuer also is issuing under the Indenture its Exempt Facilities Revenue Refunding Bonds, Series B of 2019 (The York Water Company Project) aggregating $14,870,000 original principal amount (the “2019B Bonds”), issued under and pursuant to the Act and laws of the Commonwealth, and the Indenture, between the Issuer and the Trustee.
  The 2019A Bonds are issued for the purpose of loaning the proceeds thereof to The York Water Company (the “Company”) in order to finance the costs of the Series A Refunding Project as further described in the Indenture. Pursuant to a Loan Agreement dated as of September 1, 2019 (together with any supplements or amendments thereto, the “Loan Agreement”) between the Issuer and the Company, the Company has agreed to make payments to the Trustee, on behalf of the Issuer, in amounts and at the time sufficient to pay the principal of, redemption premium, if any, and interest on the 2019A Bonds as and when due.
Capitalized terms used in this 2019A Bond which are not defined herein but which are defined in the Indenture or the Loan Agreement shall have the respective meanings set forth in the Indenture or the Loan Agreement.
Reference is made to the Indenture for provisions concerning the rights of the Registered Owners and the rights and obligations of the Issuer, the Company and the Trustee. The acceptance of the terms and conditions of the foregoing documents, including amplifications and qualifications of the provisions hereof and thereof, each of which is on file at the corporate trust office of the Trustee in Harrisburg, Pennsylvania, is an explicit and material part of the consideration of the Issuer’s issuance hereof and each Registered Owner hereof by acceptance of this 2019A Bond accepts and assents to all such terms and conditions as if fully set forth herein.
REDEMPTION
Optional Redemption.  The 2019A Bonds are subject to redemption by the Issuer, at the direction of the Company, on or after October 1, 2029, in whole or in part, at any time (and if in part, by lot), in Authorized Denominations, at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued interest, if any, to the redemption date.
Special Mandatory Redemption.  The 2019A Bonds are subject to Special Mandatory Redemption prior to maturity not later than one hundred eighty (180) days after the Company has actual knowledge of the occurrence of a Determination of Taxability, as defined in the Indenture, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the redemption date.  Any such Special Mandatory Redemption shall be in whole unless the Company delivers to the Trustee an opinion of Bond Counsel that redemption of a portion of the 2019A Bonds Outstanding would have the result that interest payable on the 2019A Bonds remaining Outstanding after such redemption would not be includable for federal income tax purposes in the gross income of any Owner or Beneficial Owner of a 2019A Bond (other than an owner or Beneficial Owner who is a “substantial user” of the facilities refinanced by the Refunding Project or a “related person” within the meaning of Section 147(a) of the Code and the applicable regulations thereunder), and in such event the 2019A Bonds or portions thereof (in Authorized Denominations) shall be redeemed at such times and in such amounts as Bond Counsel shall so direct in such opinion.
If the Trustee receives written notice from any Owner stating that (i) the Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any 2019A Bond in the gross income of such Owner for the reasons stated in the definition of “Determination of Taxability” set forth in the Indenture or any other proceeding has been instituted against such Owner which may lead to a Final Determination, and (ii) such Owner will afford the Company the opportunity to contest the same, either directly or in the name of the Owner, and until a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the Company and the Issuer and to the Owners of 2019A Bonds and then Outstanding. If the Trustee thereafter receives written notice of a Final Determination, the Trustee shall make demand for prepayment of the unpaid Installment Loan Payments under the Loan Agreement or necessary portions thereof from the Company and give notice of the Special Mandatory Redemption of the appropriate amount of the 2019A Bonds on the earliest practicable date within the required period of 180 days.  In taking any such action or making any such determination, the Trustee may rely on an opinion of counsel.
Notice of Redemption.  The Trustee shall cause notice of any redemption of 2019A Bonds hereunder to be given to the Registered Owners of all 2019A Bonds to be redeemed at the registered addresses appearing in the registration books kept for such purpose pursuant to the Indenture.  Each such notice shall (i) be given by facsimile or by first class mail at least twenty (20) days prior to the redemption date, (ii) identify the 2019A Bonds to be redeemed (specifying the CUSIP numbers, if any, assigned to the 2019A Bonds), (iii) specify the redemption date and the redemption price, and (iv) state that on the redemption date the 2019A Bonds called for redemption will be payable at the designated corporate trust operations office of the Trustee, that from that date interest will cease to accrue, and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the 2019A Bonds. No defect affecting any 2019A Bond, whether in the notice of redemption or mailing thereof (including any failure to mail such notice), shall affect the validity of the redemption proceedings for any other 2019A Bonds.  The Trustee shall also send a notice of prepayment or redemption by first class mail to the Registered Owner of any 2019A Bond who has not sent such 2019A Bond in for redemption sixty (60) days after the redemption date.
With respect to any notice of optional redemption of 2019A Bonds, unless upon the giving of such notice such 2019A Bonds shall be deemed to have been paid within the meaning of Article X of the Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of monies sufficient to pay the principal of, and premium, if any, and interest on, such 2019A Bonds to be redeemed, and that if such monies shall not have been so received said notice shall be of no force and effect and the Issuer shall not be required to redeem such 2019A Bonds.  In the event that such notice of redemption contains such a condition and such monies are not so received, the redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice to all Owners of Outstanding 2019A Bonds, in the manner in which the notice of redemption was given, that such monies were not so received.
Purchase in Lieu of Redemption.  In the manner and subject to the conditions provided in the Indenture, the Company may elect to purchase any 2019A Bonds that have been called for redemption hereof on the redemption date by giving the Trustee and the Issuer written notice at least two (2) Business Days prior to the date the 2019A Bonds are to be redeemed.  The principal amount of 2019A Bonds to be redeemed on the applicable redemption date shall be reduced by the amount of 2019A Bonds so purchased.  Prior to the date that any such purchased 2019A Bonds are sold by the Company, the Company shall receive a Favorable Opinion of Bond Counsel.
DEFAULT
In case an Event of Default as defined in the Indenture shall have occurred, the principal of all 2019A Bonds then Outstanding under the Indenture may become due and payable prior to their scheduled maturity date.

GENERAL PROVISIONS
The 2019A Bonds and the 2019B Bonds are and will be equally and ratably secured, to the extent provided in the Indenture, by the Installment Loan Payments to be received by the Trustee from the Company under the Loan Agreement and other amounts payable by the Company under the Loan Agreement.  The Issuer has pledged and assigned to the Trustee as security for the payment of the 2019A Bonds and the 2019B Bonds all other rights, title and interest of the Issuer in (a) the Loan Agreement (except for the indemnification rights, consent rights and expense reimbursement rights contained therein), and (b) all amounts on deposit from time to time in the various funds created in, and subject to the conditions set forth, in the Indenture.
No Registered Owner shall have any right to pursue any remedy under the Indenture unless (a) the Trustee shall have been given written notice of an Event of Default; (b) the Registered Owners of at least 25% in principal amount of the 2019A Bonds and the 2019B Bonds then Outstanding shall have requested the Trustee, in writing, to exercise the powers granted in the Indenture or to pursue such remedy in its or their name or names; (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities; and (d) the Trustee shall have failed to comply with such request within a reasonable time.
The 2019A Bonds are being issued by means of a book entry system, with actual bond certificates evidencing ownership of the 2019A Bonds immobilized at The Depository Trust Company, New York, New York (the “Securities Depository”), or its successor as Securities Depository.  Transfers of beneficial ownership of the 2019A Bonds shall be effected on the records of the Securities Depository and its participants pursuant to the rules and procedures established by the Securities Depository.  So long as the 2019A Bonds  are issued in book-entry form, actual bond certificates are not available for distribution to the beneficial owners and the principal, redemption premium (if any), purchase price and interest on the 2019A Bonds  are payable to Cede & Co., as nominee of the Securities Depository. Transfer of principal, redemption premium (if any) and interest payments to participants of the Securities Depository is the responsibility of the Securities Depository; transfers of principal, redemption premium (if any) and interest to beneficial owners of the 2019A Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of beneficial owners.  The Issuer and the Trustee are not responsible or liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants.  If the 2019A Bonds are no longer registered to a Securities Depository or its nominee: (a) this 2019A Bond may be registered as transferred only upon the registration books kept for that purpose at the designated corporate trust office of the Trustee by the registered owner hereof in person, or by his or her attorney duly authorized in writing, upon presentation and surrender to the Trustee of this 2019A Bond duly endorsed for registration of transfer or accompanied by an assignment duly executed by the registered owner or his or her attorney duly authorized in writing, and thereupon a new registered certificate, in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor; and (b) this 2019A Bond may be exchanged by the registered owner hereof or his or her duly authorized attorney upon presentation at the designated corporate trust office of the Trustee for an equal aggregate principal amount of 2019A Bonds  of the same maturity and in any Authorized Denomination in the manner, subject to the conditions and upon payment of charges, if any, provided in the Indenture.
Except in the case of a partial redemption and in connection with the remarketing of 2019A Bonds  purchased by the Company, the Trustee shall not be obligated to effect any such exchange or transfer of 2019A Bonds  during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice in the case of 2019A Bonds selected for such redemption.
The Indenture and the Loan Agreement may be modified or amended only with the consent, with certain exceptions as described in the Indenture, of the Registered Owners of not less than a majority, or in certain instances 100%, in aggregate principal amount of all 2019A Bonds and 2019B Bonds Outstanding under the Indenture.
Reference is hereby made to the Indenture and the Loan Agreement, copies of which are on file with the Trustee, for the provisions, among others, with respect to the nature and extent of the rights, duties and obligations of the Issuer, the Company, the Trustee and the Registered Owners of the 2019A Bonds.  The Registered Owner of this 2019A Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms and provisions of the Indenture and the Loan Agreement.
The Issuer and the Trustee shall be entitled to treat and consider the Person in whose name this 2019A Bond is registered in the registration books the absolute owner of this 2019A Bond for the purpose of payment of principal, premium, if any, and interest with respect to this 2019A Bond, for the purpose of giving notices of redemption and other matters with respect to this 2019A Bond, for the purpose of registering transfers with respect to this 2019A Bond, and for all other purposes whatsoever.
No recourse shall be had for the payment of the principal of or interest on this 2019A Bond, or for any claim based hereon, against any member, officer or employee, past, present or future, of the Issuer or of any successor body, as such, either directly or through the Issuer or through any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, and all such liability of such members, officers or employees is released as a condition of and as consideration for the execution and issuance of this 2019A Bond.
Whenever the due date for payment of interest on or principal of this 2019A Bond shall be a Saturday, Sunday or a day on which banking institutions in the Commonwealth of Pennsylvania are authorized by law to close (a “Holiday”), then the payment of such interest or principal need not be made on such date, but may be made on the succeeding day which is not a Holiday, with the same force and effect as if made on the due date for payment of principal or interest.
This 2019A Bond is a limited obligation of the Issuer and is payable solely from amounts payable by the Company under the Loan Agreement and any funds held under the Indenture and available for such payment.  Neither the Commonwealth of Pennsylvania, nor any political subdivision thereof is or shall be obligated to pay the principal of or premium, if any, or interest on this 2019A Bond, and this 2019A Bond shall not be deemed an obligation of the Commonwealth of Pennsylvania, or any political subdivision thereof.  Neither the faith and credit nor the taxing power of the Commonwealth of Pennsylvania, or any political subdivision thereof is pledged to the payment of the principal of or premium, if any, or the interest on this 2019A Bond.  The Issuer has no taxing power.
This 2019A Bond shall not be entitled to any right or benefit under the Indenture, or be valid or become obligatory for any purpose, until this 2019A Bond shall have been authenticated by execution by the Trustee, acting as authenticating agent, of the certificate of authentication inscribed hereon.


IN WITNESS WHEREOF, the Pennsylvania Economic Development Financing Authority has caused this 2019A Bond to be executed in its name by the manual or facsimile signature of its Executive Director as of the Dated Date set forth above.
 
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY
 
 
By:__________________________________
      Executive Director
[Seal]
 
Attest:
 
 
___________________________________
(Assistant) Secretary
 


CERTIFICATE OF AUTHENTICATION
This 2019A Bond is one of the 2019A Bonds described in the within-mentioned Indenture.
Date of Authentication: MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:____________________________________
Authorized Signatory


ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________
Please insert Social Security or
Taxpayer Identification Number of Transferee
________________________________
________________________________
______________________________________________________________________________
(Please print or typewrite name and address, including zip code of Transferee)
______________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes and
______________________________________________________________________________
appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: 
Signature Guaranteed:

_____________________________________
Notice: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program.
_____________________________________
Notice: The Signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever.

EXHIBIT A-2
(FORM OF 2019B BOND)
[The following legend shall appear so long as the Book Entry System described in Section 2.13 of the Indenture has not been discontinued.]

This 2019B Bond is subject to a Book Entry System of Registration under which, except as specifically provided otherwise in the Indenture (hereinafter defined), Cede & Co., as nominee of The Depository Trust Company, a New York corporation (“DTC”), will be the Registered Owner and will hold this 2019B Bond on behalf of the Beneficial Owner hereof.  By acceptance of a confirmation of purchase, delivery or transfer, the Beneficial Owner of this 2019B Bond shall be deemed to have agreed to such arrangement.  Cede & Co., as Registered Owner of this 2019B Bond, shall be treated as the Owner of this 2019B Bond for all purposes.

Unless this 2019B Bond is presented by an Authorized Representative of DTC to the Trustee for registration of transfer, exchange, or payment, and any 2019B Bond issued is registered in the name of Cede & Co.  or in such other name as is requested by an Authorized Representative of DTC (and any payment is made to Cede & Co.  or to such other entity as is requested by an Authorized Representative of DTC), any transfer, pledge, or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the Registered Owner hereof, Cede & Co., has an interest herein.
UNITED STATES OF AMERICA
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY
Exempt Facilities Revenue Refunding Bonds
Series B of 2019
(The York Water Company Project)
No.  R-1 $__________
Interest Rate
Dated Date
Maturity Date
CUSIP
 
      October 8, 2019
   
Registered Owner: CEDE & CO.
Principal Amount: DOLLARS
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY (the “Issuer”), a public instrumentality of the Commonwealth of Pennsylvania and a body corporate and politic organized and existing under the Pennsylvania Economic Development Financing Law, as amended (the “Act”), for value received, hereby promises to pay, but solely from the sources hereinafter set forth, to the Registered Owner named above or registered assigns, on the Maturity Date specified above (unless this 2019B Bond shall have been previously called for redemption in whole or in part and payment of the redemption price shall have been duly made or provided for) the Principal Amount shown above upon surrender of this 2019B Bond at the designated corporate trust office of the Trustee (hereinafter defined) and to pay interest thereon, but solely from such sources, at the Interest Rate per annum shown above on May 1 and November 1 of each year, commencing May 1, 2020 (each a “2019B Interest Payment Date”).  This 2019B Bond shall bear interest from the date of authentication if authenticated on a 2019B Interest Payment Date to which interest has been paid or duly provided for, otherwise from the last preceding 2019B Interest Payment Date to which interest has been paid or duly provided for or from the Dated Date if no interest hereon has been paid. The amount of interest payable on any 2019B Interest Payment Date shall be computed on the basis of a 360-day year of twelve (12) 30-day months. The principal or redemption price of this 2019B Bond (or of a portion of this 2019B Bond in the case of a partial redemption) is payable to the Registered Owner hereof at the corporate trust office of Manufacturers and Traders Trust Company, Harrisburg, Pennsylvania, or the designated office of its successor as trustee (the “Trustee”).  Interest shall be paid to the Registered Owner hereof whose name appears on the registration books kept by the Trustee as of the Regular Record Date by check drawn on the Trustee and mailed on the applicable interest payment date to such Registered Owner, or at the option of any Registered Owner, by wire transfer of immediately available funds to such wire transfer address of a bank in the United States as such Registered Owner shall specify in writing to the Trustee no later than the Record Date for such payment.  The Regular Record Date for any 2019B Interest Payment Date shall be the close of business on the fifteenth day of the month immediately preceding the 2019B Interest Payment Date.  Any interest which is not timely paid or duly provided for shall cease to be payable to the Holder as of the Regular Record Date, and shall be payable to the Holder in whose name this 2019B Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such overdue interest.  Notice of the Special Record Date shall be mailed to Holders not less than ten (10) days prior thereto, but not more than thirty (30) days prior to the special interest payment date.
This 2019B Bond is one of the Issuer’s duly authorized Exempt Facilities Revenue Refunding Bonds, Series B of 2019 (The York Water Company Project) aggregating $14,870,000 original principal amount (the “2019B Bonds”), issued under and pursuant to the Act and laws of the Commonwealth, and the Trust Indenture dated as of September 1, 2019 (together with any supplements or amendments thereto, the “Indenture”), between the Issuer and the Trustee.  Concurrently with the issuance of the 2019B Bonds, the Issuer also is issuing under the Indenture its Exempt Facilities Revenue Refunding Bonds, Series A of 2019 (The York Water Company Project) aggregating $10,500,000 original principal amount (the “2019A Bonds”), issued under and pursuant to the Act and laws of the Commonwealth, and the Indenture, between the Issuer and the Trustee.
The 2019B Bonds are issued for the purpose of loaning the proceeds thereof to The York Water Company (the “Company”) in order to finance the costs of the Series B Refunding Project as further described in the Indenture. Pursuant to a Loan Agreement dated as of September 1, 2019 (together with any supplements or amendments thereto, the “Loan Agreement”) between the Issuer and the Company, the Company has agreed to make payments to the Trustee, on behalf of the Issuer, in amounts and at the time sufficient to pay the principal of, redemption premium, if any, and interest on the 2019B Bonds as and when due.
Capitalized terms used in this 2019B Bond which are not defined herein but which are defined in the Indenture or the Loan Agreement shall have the respective meanings set forth in the Indenture or the Loan Agreement.
Reference is made to the Indenture for provisions concerning the rights of the Registered Owners and the rights and obligations of the Issuer, the Company and the Trustee. The acceptance of the terms and conditions of the foregoing documents, including amplifications and qualifications of the provisions hereof and thereof, each of which is on file at the corporate trust office of the Trustee in Harrisburg, Pennsylvania, is an explicit and material part of the consideration of the Issuer’s issuance hereof and each Registered Owner hereof by acceptance of this 2019B Bond accepts and assents to all such terms and conditions as if fully set forth herein.
REDEMPTION
Optional Redemption.  The 2019B Bonds are subject to redemption by the Issuer, at the direction of the Company, on or after November 1, 2029, in whole or in part, at any time (and if in part, by lot), in Authorized Denominations, at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued interest, if any, to the redemption date.
Special Mandatory Redemption.  The 2019B Bonds are subject to Special Mandatory Redemption prior to maturity not later than one hundred eighty (180) days after the Company has actual knowledge of the occurrence of a Determination of Taxability, as defined in the Indenture, at a redemption price equal to 100% of the principal amount thereof, plus accrued interest, if any, to the redemption date.  Any such Special Mandatory Redemption shall be in whole unless the Company delivers to the Trustee an opinion of Bond Counsel that redemption of a portion of the 2019B Bonds Outstanding would have the result that interest payable on the 2019B Bonds remaining Outstanding after such redemption would not be includable for federal income tax purposes in the gross income of any Owner or Beneficial Owner of a 2019B Bond (other than an owner or Beneficial Owner who is a “substantial user” of the facilities refinanced by the Refunding Project or a “related person” within the meaning of Section 147(a) of the Code and the applicable regulations thereunder), and in such event the 2019B Bonds or portions thereof (in Authorized Denominations) shall be redeemed at such times and in such amounts as Bond Counsel shall so direct in such opinion.
If the Trustee receives written notice from any Owner stating that (i) the Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any 2019B Bond in the gross income of such Owner for the reasons stated in the definition of “Determination of Taxability” set forth in the Indenture or any other proceeding has been instituted against such Owner which may lead to a Final Determination, and (ii) such Owner will afford the Company the opportunity to contest the same, either directly or in the name of the Owner, and until a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the Company and the Issuer and to the Owners of 2019B Bonds then Outstanding.  If the Trustee thereafter receives written notice of a Final Determination, the Trustee shall make demand for prepayment of the unpaid Installment Loan Payments under the Loan Agreement or necessary portions thereof from the Company and give notice of the Special Mandatory Redemption of the appropriate amount of 2019B Bonds on the earliest practicable date within the required period of 180 days.  In taking any such action or making any such determination, the Trustee may rely on an opinion of counsel.
Notice of Redemption.  The Trustee shall cause notice of any redemption of 2019B Bonds hereunder to be given to the Registered Owners of all 2019B Bonds to be redeemed at the registered addresses appearing in the registration books kept for such purpose pursuant to the Indenture.  Each such notice shall (i) be given by facsimile or by first class mail at least twenty (20) days prior to the redemption date, (ii) identify the 2019B Bonds to be redeemed (specifying the CUSIP numbers, if any, assigned to the 2019B Bonds), (iii) specify the redemption date and the redemption price, and (iv) state that on the redemption date the 2019B Bonds called for redemption will be payable at the designated corporate trust operations office of the Trustee, that from that date interest will cease to accrue, and that no representation is made as to the accuracy or correctness of the CUSIP numbers printed therein or on the 2019B Bonds.  No defect affecting any 2019B Bond, whether in the notice of redemption or mailing thereof (including any failure to mail such notice), shall affect the validity of the redemption proceedings for any other 2019B Bonds.  The Trustee shall also send a notice of prepayment or redemption by first class mail to the Registered Owner of any 2019B Bond who has not sent such 2019B Bond in for redemption sixty (60) days after the redemption date.
With respect to any notice of optional redemption of 2019B Bonds, unless upon the giving of such notice such 2019B Bonds shall be deemed to have been paid within the meaning of Article X of the Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of monies sufficient to pay the principal of, and premium, if any, and interest on, such 2019B Bonds to be redeemed, and that if such monies shall not have been so received said notice shall be of no force and effect and the Issuer shall not be required to redeem such 2019B Bonds.  In the event that such notice of redemption contains such a condition and such monies are not so received, the redemption shall not be made and the Trustee shall within a reasonable time thereafter give notice to all Owners of Outstanding 2019B Bonds, in the manner in which the notice of redemption was given, that such monies were not so received.
Purchase in Lieu of Redemption.  In the manner and subject to the conditions provided in the Indenture, the Company may elect to purchase any 2019B Bonds that have been called for redemption hereof on the redemption date by giving the Trustee and the Issuer written notice at least two (2) Business Days prior to the date the 2019B Bonds are to be redeemed.  The principal amount of 2019B Bonds to be redeemed on the applicable redemption date shall be reduced by the amount of 2019B Bonds so purchased.  Prior to the date that any such purchased 2019B Bonds are sold by the Company, the Company shall receive a Favorable Opinion of Bond Counsel.
DEFAULT
In case an Event of Default as defined in the Indenture shall have occurred, the principal of all 2019B Bonds then Outstanding under the Indenture may become due and payable prior to their scheduled maturity date.

GENERAL PROVISIONS
The 2019B Bonds and the 2019A Bonds are and will be equally and ratably secured, to the extent provided in the Indenture, by the Installment Loan Payments to be received by the Trustee from the Company under the Loan Agreement and other amounts payable by the Company under the Loan Agreement.  The Issuer has pledged and assigned to the Trustee as security for the payment of the 2019B Bonds and the 2019A Bonds all other rights, title and interest of the Issuer in (a) the Loan Agreement (except for the indemnification rights, consent rights and expense reimbursement rights contained therein), and (b) all amounts on deposit from time to time in the various funds created in, and subject to the conditions set forth, in the Indenture.
No Registered Owner shall have any right to pursue any remedy under the Indenture unless (a) the Trustee shall have been given written notice of an Event of Default; (b) the Registered Owners of at least 25% in principal amount of the 2019B Bonds and the 2019A Bonds then Outstanding shall have requested the Trustee, in writing, to exercise the powers granted in the Indenture or to pursue such remedy in its or their name or names; (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities; and (d) the Trustee shall have failed to comply with such request within a reasonable time.
The 2019B Bonds are being issued by means of a book entry system, with actual bond certificates evidencing ownership of the 2019B Bonds immobilized at The Depository Trust Company, New York, New York (the “Securities Depository”), or its successor as Securities Depository.  Transfers of beneficial ownership of the 2019B Bonds shall be effected on the records of the Securities Depository and its participants pursuant to the rules and procedures established by the Securities Depository.  So long as the 2019B Bonds are issued in book-entry form, actual bond certificates are not available for distribution to the beneficial owners and the principal, redemption premium (if any), purchase price and interest on the 2019B Bonds are payable to Cede & Co., as nominee of the Securities Depository. Transfer of principal, redemption premium (if any) and interest payments to participants of the Securities Depository is the responsibility of the Securities Depository; transfers of principal, redemption premium (if any) and interest to beneficial owners of the 2019B Bonds by participants of the Securities Depository will be the responsibility of such participants and other nominees of beneficial owners.  The Issuer and the Trustee are not responsible or liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants. If the 2019B Bonds are no longer registered to a Securities Depository or its nominee: (a) this 2019B Bond may be registered as transferred only upon the registration books kept for that purpose at the designated corporate trust office of the Trustee by the registered owner hereof in person, or by his or her attorney duly authorized in writing, upon presentation and surrender to the Trustee of this 2019B Bond duly endorsed for registration of transfer or accompanied by an assignment duly executed by the registered owner or his or her attorney duly authorized in writing, and thereupon a new registered certificate, in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor; and (b) this 2019B Bond may be exchanged by the registered owner hereof or his or her duly authorized attorney upon presentation at the designated corporate trust office of the Trustee for an equal aggregate principal amount of 2019B Bonds of the same maturity and in any Authorized Denomination in the manner, subject to the conditions and upon payment of charges, if any, provided in the Indenture.
Except in the case of a partial redemption and in connection with the remarketing of 2019B Bonds  purchased by the Company, the Trustee shall not be obligated to effect any such exchange or transfer of 2019B Bonds during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or at any time following the mailing of any such notice in the case of 2019B Bonds selected for such redemption.
The Indenture and the Loan Agreement may be modified or amended only with the consent, with certain exceptions as described in the Indenture, of the Registered Owners of not less than a majority, or in certain instances 100%, in aggregate principal amount of all 2019B Bonds and 2019A Bonds Outstanding under the Indenture.
Reference is hereby made to the Indenture and the Loan Agreement, copies of which are on file with the Trustee, for the provisions, among others, with respect to the nature and extent of the rights, duties and obligations of the Issuer, the Company, the Trustee and the Registered Owners of the 2019B Bonds.  The Registered Owner of this 2019B Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms and provisions of the Indenture and the Loan Agreement.
The Issuer and the Trustee shall be entitled to treat and consider the Person in whose name this 2019B Bond is registered in the registration books the absolute owner of this 2019B Bond for the purpose of payment of principal, premium, if any, and interest with respect to this 2019B Bond, for the purpose of giving notices of redemption and other matters with respect to this 2019B Bond, for the purpose of registering transfers with respect to this 2019B Bond, and for all other purposes whatsoever.
No recourse shall be had for the payment of the principal of or interest on this 2019B Bond, or for any claim based hereon, against any member, officer or employee, past, present or future, of the Issuer or of any successor body, as such, either directly or through the Issuer or through any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, and all such liability of such members, officers or employees is released as a condition of and as consideration for the execution and issuance of this 2019B Bond.
Whenever the due date for payment of interest on or principal of this 2019B Bond shall be a Saturday, Sunday or a day on which banking institutions in the Commonwealth of Pennsylvania are authorized by law to close (a “Holiday”), then the payment of such interest or principal need not be made on such date, but may be made on the succeeding day which is not a Holiday, with the same force and effect as if made on the due date for payment of principal or interest.
This 2019B Bond is a limited obligation of the Issuer and is payable solely from amounts payable by the Company under the Loan Agreement and any funds held under the Indenture and available for such payment. Neither the Commonwealth of Pennsylvania, nor any political subdivision thereof is or shall be obligated to pay the principal of or premium, if any, or interest on this 2019B Bond, and this 2019B Bond shall not be deemed an obligation of the Commonwealth of Pennsylvania, or any political subdivision thereof.  Neither the faith and credit nor the taxing power of the Commonwealth of Pennsylvania, or any political subdivision thereof is pledged to the payment of the principal of or premium, if any, or the interest on this 2019B Bond.  The Issuer has no taxing power.
This 2019B Bond shall not be entitled to any right or benefit under the Indenture, or be valid or become obligatory for any purpose, until this 2019B Bond shall have been authenticated by execution by the Trustee, acting as authenticating agent, of the certificate of authentication inscribed hereon.


IN WITNESS WHEREOF, the Pennsylvania Economic Development Financing Authority has caused this 2019B Bond to be executed in its name by the manual or facsimile signature of its Executive Director as of the Dated Date set forth above.
 
PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHORITY
 
 
By:__________________________________
      Executive Director
[Seal]
 
Attest:
 
 
___________________________________
(Assistant) Secretary
 


CERTIFICATE OF AUTHENTICATION
This 2019B Bond is one of the 2019B Bonds described in the within-mentioned Indenture.
Date of Authentication: MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee

By:____________________________________
Authorized Signatory


ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________
Please insert Social Security or
Taxpayer Identification Number of Transferee
________________________________
________________________________
______________________________________________________________________________
(Please print or typewrite name and address, including zip code of Transferee)
______________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes and
______________________________________________________________________________
appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: 
Signature Guaranteed:

_____________________________________
Notice: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program.
_____________________________________
Notice: The Signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever.


EXHIBIT B
DTC LETTER OF REPRESENTATION
See Closing Binder

EXHIBIT C
RIGHT-TO-KNOW LAW
a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract.  For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency.
b. If the Commonwealth needs the Contractor's assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract.  The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior notice to the Commonwealth.
c. Upon written notification from the Commonwealth that it requires the Contractor's assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor's possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall:
1. Provide the Commonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor's possession arising out of this Contract that the Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and
2. Provide such other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract.
d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the Commonwealth and provide, within seven (7) calendar days of receiving the written notification,  a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL.
e. The Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL.  Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the Commonwealth's determination.
f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor's failure, including any statutory damages assessed against the Commonwealth.
g. The Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.
h. The Contractor may file a legal challenge to any Commonwealth decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Contractor shall indemnify the Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the Commonwealth harmless for any damages, penalties, costs, detriment or harm that the Commonwealth may incur as a result of the Contractor's failure, including any statutory damages assessed against the Commonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the Commonwealth's disclosure of Requested Information pursuant to the RTKL.
i. The Contractor's duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

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