Trust Indenture - PEDFA & Manufacturers & Traders Trust Co, As Trustee


    
      

    


     

     

    


     

    TRUST
      INDENTURE

     

    


     

    between

     

    


     

    YORK
      COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY,

    as
      Issuer

    


     

    and

     

    


     

    MANUFACTURERS
      AND TRADERS TRUST COMPANY,

    as
      Trustee

    


     

    Dated
      as
      of October 1, 2006

     

    


     

     

     

    


    $10,500,000

    YORK
      COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY

    Exempt
      Facilities Revenue Bonds

    Series
      2006

    (The
      York
      Water Company Project)

    


    



    
      
        
          950597.7
            10/31/06

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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 and Construction Fund

     

    Section
      3.1. Establishment
      of Funds and Accounts.

    Section
      3.2. Debt
      Service Fund.

    Section
      3.3. Return
      of
      Moneys from Non-Presentment of Bonds.

    Section
      3.4. Construction
      Fund.

    Section
      3.5. Debt
      Service Fund Moneys to be Held for All Registered Owners, With
      Certain

    Exceptions.

    Section
      3.6. 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. 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 Moneys.

    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. Insurance
      Provisions.

    



    
      
        
          --

          950597.7 10/31/06

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    This
      Trust Indenture, dated as of October 1, 2006 (the “Indenture”) between the YORK
      COUNTY INDUSTRIAL DEVELOPMENT 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”),

     

    W
      I T N E S S E T H :

     

    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 Issuer has determined to issue $10,500,000 aggregate principal amount of
      its
      Exempt Facilities Revenue Bonds, Series 2006 (The York Water Company Project)
      (the “Bonds”) 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 Bonds (the "Project"); and

     

    WHEREAS,
      the Issuer has entered into a Loan Agreement dated as of
      October 1, 2006 (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 hereinafter defined)
      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,
      Financial Guaranty Insurance Company, a New York stock insurance company, or
      any
      successor thereto (the “Bond Insurer”), has agreed to issue its municipal bond
      new issue insurance policy (the “Bond Insurance Policy”) unconditionally and
      irrevocably guaranteeing the payment when due of the principal of and interest
      on the Bonds in accordance with the Bond Insurance Policy; 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; 

     

    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, 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
      Construction Fund and 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, the County of York 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,
      the County of York 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. 

     

    Terms
      used in this Indenture with the initial letter capitalized 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.

     

    “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 owners of beneficial interests in the Bonds while Bonds are
      held by a Securities Depository.

     

    “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
      Insurance Policy” means the municipal bond new issue insurance policy issued by
      the Bond Insurer that guarantees payment of principal of and interest on the
      Bonds.

     

    “Bond
      Insurer” means Financial Guaranty Insurance Company, a New York stock insurance
      company, or any successor thereto.

     

    “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
      Resolution” means the resolution of the governing body of the Issuer adopted on
      October 3, 2006, authorizing the issuance of the Bonds.

     

    “Bonds”
      means the York County Industrial Development Authority’s Exempt Facilities
      Revenue Bonds, Series 2006 (The York Water Company Project) authorized
      hereunder.

     

    “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.

     

    “Construction
      Fund” means the fund of that name created pursuant to Section 3.1
      hereof.

     

    “Dated
      Date” means October 27, 2006 with respect to 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 Project or a “related person” within the meaning of Section 147(a)
      of the Code).

     

    “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 October 1, 2006, as hereafter amended
      and
      supplemented by any Supplemental Indenture.

     

    “Interest
      Payment Date” means, with respect to the Bonds, April 1 and October 1 of each
      year, commencing April 1, 2007.

     

    “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 “A2” by Moody’s or “A” by another 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
      (A2
      in the case of Moody’s) 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 (A2 in the case of Moody’s) 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) as otherwise permitted by Commonwealth law for such funds.

     

    “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 October 1, 2006 between the
      Issuer and the Company, as hereafter amended and supplemented by any
      Supplemental Loan Agreement.

     

    “Moody’s”
      means Moody’s Investors Service, Inc., a corporation organized and existing
      under the laws of the State of Delaware, 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, “Moody’s” shall be deemed to refer
      to any other nationally recognized securities rating agency designated by the
      Company by written notice to the Trustee and the Issuer.

     

    “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 Moody’s or 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 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 Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., a corporation organized and existing under the laws of the
      State of New York, 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
      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.

     

    “Special
      Mandatory Redemption” means any redemption of Bonds made pursuant to
      Section 5.1(b) 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.

     

    “Underwriting
      Agreement” means, with respect to the Bonds, the Purchase Contract dated October
      18, 2006 among the Issuer, the Company and Janney Montgomery Scott LLC, as
      underwriter, providing for the purchase and sale of the Bonds.

     

    “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 Underwriting
      Agreement by wire transfer of immediately available funds. The proceeds of
      the
      Bonds shall be deposited by the Trustee in a settlement account and disbursed
      or
      transferred as follows: (a) transfer to the Debt Service Fund, established
      pursuant to Section 3.1 hereof, a sum equal to the accrued interest, if
      any, paid by the initial purchasers of the Bonds; (b) disburse amounts set
      forth in a Closing Statement executed by the Issuer and the Company to pay
      Costs
      of Issuance of the Bonds; and (c) transfer to the Construction Fund,
      established pursuant to Section 3.1 hereof, the balance of the proceeds
      received from the initial purchasers of the Bonds. The total principal amount
      of
      the Bonds that may be issued hereunder is hereby expressly limited to
      $10,500,000, except as provided in Section 2.8 hereof.

     

    Section
      2.2.  Terms
      of the Bonds. 

     

    The
      Bonds
      shall be designated “York County Industrial Development Authority Exempt
      Facilities Revenue Bonds, Series 2006 (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 Bonds shall be
      numbered separately from 1 upward. The Bonds shall be dated as of October 27,
      2006 and shall mature, subject to prior redemption upon the terms and conditions
      hereinafter set forth, on October 1, 2036. The Bonds shall bear interest at
      the
      rate of four and three-fourths percent (4.75%) per annum, 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.
      The
      Bonds shall be subject to redemption by the Issuer, at the direction of the
      Company, on or after October 1, 2016, in whole or in part at any time, in
      Authorized Denominations, at a redemption price of 100% of the principal amount
      redeemed plus 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(b) 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
      Bonds
      shall be substantially in the form of Exhibit A 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 Vice Chairman
      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 moneys 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 Construction 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, the County of York 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, the County of York or any political subdivision thereof.
      Neither the faith and credit nor the taxing power of the Commonwealth of
      Pennsylvania, the County of York 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 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 shall be
      authenticated and delivered to the Registered Owner.

     

    (ii)  In
      the
      case of any Bond properly surrendered for partial redemption, the Trustee shall
      authenticate and deliver a new Bond 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.

     

    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 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 Interest Payment Date to which interest has been paid or duly provided
      for, or (B) from the last preceding 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 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 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 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 Bonds shall be numbered consecutively
      upward from TR-1.

     

    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 the Bonds. The Bonds shall be initially issued
      in the form of a single fully registered Bond 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., DTC’s partnership
      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. 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 Vice Chairman of the Issuer is 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 and Construction Fund

     

    Section
      3.1.  Establishment
      of Funds and Accounts. 

     

    The
      Issuer hereby establishes with the Trustee trust funds designated the Debt
      Service Fund and the Construction Fund.

     

    Section
      3.2.  Debt
      Service Fund. 

     

    Moneys
      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 Moneys 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 moneys without interest thereon and only
      to
      the extent the related deposit was repaid to the Company.

     

    Section
      3.4.  Construction
      Fund. 

     

    The
      net
      proceeds of the sale of the Bonds, after deposit of any accrued interest thereon
      in the Debt Service Fund and payment of Costs of Issuance pursuant to
      Section 2.1 hereof, shall be deposited by the Trustee in the Construction
      Fund and shall be used to pay Project Costs as provided in Section 3.2 of
      the Loan Agreement. The Trustee shall disburse moneys from the Construction
      Fund
      upon receipt of requisitions signed by the Company substantially in the form
      attached to this Indenture as Exhibit C. Any amounts remaining after delivery
      of
      the certificate of completion pursuant to Section 3.3 of the Loan Agreement
      shall be used by the Trustee as provided in Section 3.3 of the Loan
      Agreement.

     

    Section
      3.5.  Debt
      Service Fund Moneys to be Held for All Registered Owners, With Certain
      Exceptions. 

     

    Until
      applied as herein provided, moneys 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
      3.6.  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 or Construction
      Fund as the Company may reasonably request; 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
      moneys 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) and the
      Construction Fund 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 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. 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 or the Construction 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 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 moneys 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 AAA or Aaa by each 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, 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.

     

    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 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 moneys
      held under this Indenture. 

     

    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 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)  Special
      Mandatory Redemption of the Bonds.
      The
      Bonds are subject to Special Mandatory Redemption prior to maturity not later
      than 180 days after the Company has notice or 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 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 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 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 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 from the Company and give notice of the Special Mandatory
      Redemption of the appropriate amount of Bonds 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(b), 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
      forty-five (45) 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 thirty (30) days prior to the redemption date,
      (ii) identify the Bonds 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 thirty (30) 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 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 moneys sufficient to pay the principal of, and premium,
      if
      any, and interest on, such Bonds to be redeemed, and that if such moneys 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 moneys 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 moneys 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.  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, provided that Bonds so purchased shall be retired and not
      remarketed. The principal amount of Bonds to be redeemed on the applicable
      redemption date shall be reduced by the amount of Bonds so
      purchased.

     

    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 or employee of the Issuer, 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
      Project, the issuance of the Bonds or its execution, delivery and performance
      of
      this Indenture and the Loan Agreement.

     

    Section
      6.7.  Filings. 

     

    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 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 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.

     

    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 Project and the
      amounts derived from the 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; or

     

    (v)  Failure
      by the Issuer to comply with the Act; 

     

    (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 of such occurrence. In
      determining whether a payment default has occurred or whether a payment on
      the
      Bonds has been made under this Indenture, no effect shall be given to payments
      made under the Bond Insurance Policy. The
      Bond Insurer shall receive immediate notice of any payment default and notice
      of
      any other default known to the Trustee or the Issuer within 30 days of the
      Trustee’s or the Issuer’s knowledge thereof.

     

    (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, 6.10, 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.

     

    (c)  Any
      acceleration of the Bonds or any annulment thereof shall be subject to the
      prior
      written consent of the Bond Insurer (if it has not failed to comply with its
      payment obligations under the Bond Insurance Policy).

     

    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 Moneys. 

     

    All
      moneys 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
      in
      the collection of such moneys and of the expenses, liabilities and advances
      incurred or made by the Trustee, be deposited in the Debt Service Fund; and
      all
      moneys in the Debt Service Fund (other than moneys 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 moneys 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 moneys 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 moneys 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 moneys 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 moneys shall be applied in accordance
      with the provisions of paragraph (a) of this Section. 

     

    Whenever
      moneys are to be applied pursuant to the provisions of this Section, such moneys
      shall be applied as soon as practicable as the Trustee shall in good faith
      determine having due regard to the amount of such moneys available for
      application and the likelihood of additional moneys 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 moneys 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. 

     

    Subject
      to the prior written consent of the Bond Insurer, 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, 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. 

     

    Section
      7.14.  Bond
      Insurer Deemed Sole Holder of Insured Bonds

     

    (a)  For
      all purposes of the provisions herein governing events of default and remedies,
      except the giving of notice of default to Bondholders, the Bond Insurer shall
      be
      deemed to be the sole holder of the Bonds it has insured for so long as it
      has
      not failed to comply with its payment obligations under the Bond Insurance
      Policy.

     

    (b)  The
      Bond Insurer shall be included as a party in interest and as a party entitled
      to
      (i) notify the Issuer, the Trustee or any applicable receiver of the occurrence
      of an Event of Default and (ii) request the Trustee or receiver to intervene
      in
      judicial proceedings that affect the Bonds or the security therefor. The Trustee
      or receiver shall be required to accept notice of default from the Bond
      Insurer.

     

    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
      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 moneys received by the
      Trustee as provided herein pursuant to the written instructions of the Borrower.
      

     

    (i)  The
      Trustee will report to the Bondholders and to the Internal Revenue Service
      for
      each calendar year the amount of any “reportable payments” during such year with
      respect to payments on the Bonds.

     

    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 Section 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, or may be, 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 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 moneys 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.

     

    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 and the Construction 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. 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 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, with the prior
      consent of the Company, if any, 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 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 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 after making payment therefor. 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 moneys 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 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 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.

     

    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 moneys
      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) moneys 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 moneys 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 moneys 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 moneys 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 moneys are to be available for the
      payment of the redemption price on or principal of said Bonds.

     

    Any
      moneys 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 moneys are deposited, shall be deposited in the Debt
      Service Fund as and when collected for use and application as are other moneys
      deposited in that fund.

     

    Anything
      in Article IX hereof to the contrary notwithstanding, if moneys 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 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 moneys 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

    Box
      15089

    York,
      PA
      17405-7089

    Attention:
      President and CEO

    Telecopy
      No. (717) 852-0058

    


    (b)  to
      the
      Issuer, to:

     

    York
      County Industrial Development Authority

    144
      Roosevelt Avenue

    York,
      PA
      17404

    Attention:
      Secretary

    Telecopy
      No. (717) 843-8837

    


    (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.

     

    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.  Insurance
      Provisions.

     

    The
      following provisions shall apply to the Bonds so long as the principal and
      interest on the Bonds are guaranteed by Bond Insurer through the Bond Insurance
      Policy; provided that the following provisions shall not be applicable upon
      the
      failure of the Bond Insurer to pay or perform under the Bond Insurance Policy
      or
      upon the bankruptcy or insolvency of the Bond Insurer:

    


    (a)  Notices.
      

     

    (i)  The
      notice addresses for the Bond Insurer and the Fiscal Agent, as defined below,
      are as follows: 

     

    (1)  Bond
      Insurer:

     

    Financial
      Guaranty Insurance Company

    125
      Park Avenue

    New
      York, New York 10017

    Attention:
      Risk Management 

    


    (2)  Fiscal
      Agent:

     

    U.S.
      Bank Trust National Association

    100
      Wall Street 

    19th
      Floor

    New
      York, New York 10005 

    Attention:
      Corporate Trust Department

    


    (ii)  Reporting
      Requirements.
      The
      Bond
      Insurer shall be provided with the following:

     

    (1)  Notice
      of
      the redemption, other than mandatory sinking fund redemption, of any of the
      Bonds, or of any advance refunding of the Bonds, including the principal amount
      and maturities thereof;

     

    (2)  Notice
      of
      the downgrading by any rating agency of the Company’s underlying rating, or the
      underlying rating on the Bonds or any parity obligations, to “non-investment
      grade”;

     

    (3)  Notice
      of
      any material events pursuant to Rule 15c2-12 under the Securities Exchange
      Act
      of 1934, as amended; and

     

    (4)  Such
      additional information as the Bond Insurer may reasonably request from time
      to
      time. 

     

    (b)  Amendments
      and Supplements.
      Any amendment or supplement to the Indenture or the Loan Agreement shall be
      subject to the prior written consent of the Bond Insurer. Any rating agency
      rating the Bonds must receive notice of each amendment and a copy thereof at
      least 15 days in advance of its execution or adoption. The Bond Insurer shall
      be
      provided with a full transcript of all proceedings relating to the execution
      of
      any such amendment or supplement.

     

    (c)  Defeasance
      Provisions.
      Notwithstanding the provisions of Article X of this Indenture, Bonds will not
      be
      defeased by making investments except as provided below, and to the extent
      permitted under the applicable laws of the Commonwealth:

     

    Only
      cash, direct non-callable obligations of the United States of America and
      securities fully and unconditionally guaranteed as to the timely payment of
      principal and interest by the United States of America, to which direct
      obligation or guarantee the full faith and credit of the United States of
      America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or
      defeased municipal bonds rated AAA by S&P or Aaa by Moody’s (or any
      combination of the foregoing) shall be used to effect defeasance of the Bonds
      unless the Bond Insurer otherwise approves. In the event of an advance
      refunding, the Company shall cause to be delivered (i) a verification report
      of
      an independent nationally recognized certified public accountant verifying
      the
      sufficiency of the escrow deposit agreement (which shall be acceptable in form
      and substance to the Bond Insurer); (ii) an opinion of nationally recognized
      bond counsel addressed to the Bond Insurer to the effect that the Bonds are
      no
      longer Outstanding under the Indenture; and (iii) a certificate of discharge
      of
      the Trustee with respect to the Bonds, each verification and defeasance shall
      be
      acceptable in form and substance to the Bond Insurer, and shall be addressed
      to
      the Issuer, the Company, the Trustee and the Bond Insurer. The Bond Insurer
      shall be provided with final drafts of the above-referenced documentation prior
      to the funding of the escrow. The Bonds shall be deemed Outstanding unless
      and
      until they are in fact paid and retired or the above criteria are met. If a
      forward supply contract is employed in connection with the refunding, (i) such
      verification report shall expressly state that the adequacy of the escrow to
      accomplish the refunding relies solely on the initial escrowed investments
      and
      the maturing principal thereof and interest income thereon and does not assume
      performance under or compliance with the forward supply contract, and (ii)
      the
      applicable escrow agreement shall provide that in the event of any discrepancy
      or difference between the terms of the forward supply contract and the escrow
      agreement (or the authorizing document, if no separate escrow agreement is
      utilized), the terms of the escrow agreement or authorizing document, if
      applicable, shall be controlling.

    


    (d)  Third
      Party Beneficiary.
      The
      Bond Insurer is hereby explicitly recognized as being a third-party beneficiary
      hereunder with the power to enforce any right, remedy or claim conferred, given
      or granted hereunder.

     

    (e)  Investment
      Securities.
      Notwithstanding the definition of Investment Securities contained in Article
      I
      of this Indenture, the following obligations (together with those set forth
      in
      subparagraph (c) above) will constitute Investment Securities for all purposes
      other than defeasance, to the extent permitted under the applicable laws of
      the
      Commonwealth:

     

    (i)  Direct
      obligations of the United States of America and securities fully and
      unconditionally guaranteed as to the timely payment of principal and interest
      by
      the United States of America (“U.S. Government Securities”).

     

    (ii)  Direct
      obligations*
      of the
      following federal agencies which are fully guaranteed by the full faith and
      credit of the United States of America:

     

    (1)  Export-Import
      Bank of the United States - Direct obligations and fully guaranteed certificates
      of beneficial interest

     

    (2)  Federal
      Housing Administration - debentures

     

    (3)  General
      Services Administration - participation certificates

     

    (4)  Government
      National Mortgage Association (“GNMAs”) - guaranteed mortgage-backed securities
      and guaranteed participation certificates 

     

    (5)  Small
      Business Administration - guaranteed participation certificates and guaranteed
      pool certificates

     

    (6)  U.S.
      Department of Housing & Urban Development - local authority
      bonds

     

    (7)  U.S.
      Maritime Administration - guaranteed Title XI financings

     

    (8)  Washington
      Metropolitan Area Transit Authority - guaranteed transit bonds

     

    (iii)  Direct
      obligations* of the following federal agencies which are not fully guaranteed
      by
      the faith and credit of the United States of America:

     

    (1)  Federal
      National Mortgage Association (“FNMAs”) - senior debt obligations rated Aaa by
      Moody’s and AAA by S&P

     

    (2)  Federal
      Home Loan Mortgage Corporation (“FHLMCs”) - participation certificates and
      senior debt obligations rated Aaa by Moody’s and AAA by S&P

     

    (3)  Federal
      Home Loan Banks - consolidated debt obligations

     

    (4)  Student
      Loan Marketing Association - debt obligations

     

    (5)  Resolution
      Funding Corporation - debt obligations

    

      *
        The
        following are explicitly excluded from the securities enumerated in (ii)
        and
        (iii):

       

      	(i)  	
              All
                derivative obligations, including without limitation inverse floaters,
                residuals, interest-only, principal-only and range
                notes;

            


      	(ii)  	
              Obligations
                that have a possibility of returning a zero or negative yield if
                held to
                maturity;

            


      	(iii)  	
              Obligations
                that do not have a fixed par value or those whose terms do not promise
                a
                fixed dollar amount at maturity or call date;
                and

            


      	(iv)  	
              Collateralized
                Mortgage-Backed Obligations
                (“CMOs”).

            


    

     

     

    (iv)  Direct,
      general obligations of any state of the United States of America or any
      subdivision or agency thereof whose uninsured and unguaranteed general
      obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A
      or better by S&P, or any obligation fully and unconditionally guaranteed by
      any state, subdivision or agency whose uninsured and unguaranteed general
      obligation debt is rated, at the time of purchase, A2 or better by Moody’s and A
      or better by S&P.

     

    (v)  Commercial
      paper (having original maturities of not more than 270 days) rated, at the
      time
      of purchase, P-1 by Moody’s and A-1 or better by S&P.

     

    (vi)  Certificates
      of deposit, savings accounts, deposit accounts or money market deposits in
      amounts that are continuously and fully insured by the Federal Deposit Insurance
      Corporation (“FDIC”), including the Bank Insurance Fund and the Savings
      Association Insurance Fund.

     

    (vii)  Certificates
      of deposit, deposit accounts, federal funds or bankers’ acceptances (in each
      case having maturities of not more than 365 days following the date of purchase)
      of any domestic commercial bank or United States branch office of a foreign
      bank, provided that such bank’s short-term certificates of deposit are rated P-1
      by Moody’s and A-1 or better by S&P (not considering holding company
      ratings). 

     

    (viii)  Investments
      in money-market funds rated AAAm or AAAm-G by S&P.

     

    (ix)  State-sponsored
      investment pools rated AA- or better by S&P.

     

    (x)  Repurchase
      agreements that meet the following criteria:

     

    (1)  A
      master
      repurchase agreement or specific written repurchase agreement, substantially
      similar in form and substance to the Public Securities Association or Bond
      Market Association master repurchase agreement, governs the
      transaction.

     

    (2)  Acceptable
      providers shall consist of (i) registered broker/dealers subject to Securities
      Investors’ Protection Corporation (“SIPC”) jurisdiction or commercial banks
      insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured
      and unguaranteed rating of A3/P-1 or better by Moody’s and A-/A-1 or better by
      S&P, or (ii) domestic structured investment companies approved by the Bond
      Insurer and rated Aaa by Moody’s and AAA by S&P.

     

    (3)  The
      repurchase agreement shall require termination thereof if the counterparty’s
      ratings are suspended, withdrawn or fall below A3 or P-1 from Moody’s, or A- or
      A-1 from S&P. Within ten (10) days, the counterparty shall repay the
      principal amount plus any accrued and unpaid interest on the
      investments.

     

    (4)  The
      repurchase agreement shall limit acceptable securities to U.S. Government
      Securities and to the obligations of GNMA, FNMA or FHLMC described in (ii)(4),
      (iii)(1) and (iii)(2) above. The fair market value of the securities in relation
      to the amount of the repurchase obligation, including principal and accrued
      interest, is equal to a collateral level of at least 104% for U.S. Government
      Securities and 105% for GNMAs, FNMAs or FHLMCs. The repurchase agreement shall
      require (i) the Trustee or the Agent (as defined below) to value the collateral
      securities no less frequently than weekly, (ii) the delivery of additional
      securities if the fair market value of the securities is below the required
      level on any valuation date, and (iii) liquidation of the repurchase securities
      if any deficiency in the required percentage is not restored within two (2)
      business days of such valuation. 

     

    (5)  The
      repurchase securities shall be delivered free and clear of any lien to the
      “Trustee” or to an independent third party acting solely as agent (“Agent”) for
      the Trustee, and such Agent is (i) a Federal Reserve Bank, or (ii) a bank which
      is a member of the FDIC and which has combined capital, surplus and undivided
      profits or, if appropriate, a net worth, of not less than $50 million, and
      the
      Trustee shall have received written confirmation from such third party that
      such
      third party holds such securities, free and clear of any lien, as agent for
      the
      Trustee.

     

    (6)  A
      perfected first security interest in the repurchase securities shall be created
      for the benefit of the Trustee, and the issuer and the Trustee shall receive
      an
      opinion of counsel as to the perfection of the security interest in such
      repurchase securities and any proceeds thereof.

     

    (7)  The
      repurchase agreement shall have a term of one year or less, or shall be due
      on
      demand.

     

    (8)  The
      repurchase agreement shall establish the following as events of default, the
      occurrence of any of which shall require the immediate liquidation of the
      repurchase securities, unless the Bond Insurer directs otherwise:

     

    (a) insolvency
      of the broker/dealer or commercial bank serving as the counterparty under the
      repurchase agreement;

    


    (b) failure
      by the counterparty to remedy any deficiency in the required collateral level
      or
      to satisfy the margin maintenance call under item (x)(4) above; or

    


    (c) failure
      by the counterparty to repurchase the repurchase securities on the specified
      date for repurchase.

    


    (xi)  Investment
      agreements (also referred to as guaranteed investment contracts) that meet
      the
      following criteria:

     

    (1)  A
      master
      agreement or specific written investment agreement governs the
      transaction.

     

    (2)  Acceptable
      providers of uncollateralized investment agreements shall consist of (i)
      domestic FDIC-insured commercial banks, or U.S. branches of foreign banks,
      rated
      at least Aa2 by Moody’s and AA by S&P; (ii) domestic insurance companies
      rated Aaa by Moody’s and AAA by S&P; and (iii) domestic structured
      investment companies approved by the Bond Insurer and rated Aaa by Moody’s and
      AAA by S&P.

     

    (3)  Acceptable
      providers of collateralized investment agreements shall consist of (i)
      registered broker/dealers subject to SIPC jurisdiction, if such broker/dealer
      has an uninsured, unsecured and unguaranteed rating of A1 or better by Moody’s
      and A+ or better by S&P; (ii) domestic FDIC-insured commercial banks, or
      U.S. branches of foreign banks, rated at least A1 by Moody’s and A+ by S&P;
      (iii) domestic insurance companies rated at least A1 by Moody’s and A+ by
      S&P; and (iv) domestic structured investment companies approved by the Bond
      Insurer and rated Aaa by Moody’s and AAA by S&P. Required collateral levels
      shall be as set forth in (xi)(6) below.

     

    (4)  The
      investment agreement shall provide that if the provider’s ratings fall below Aa3
      by Moody’s or AA- by S&P, the provider shall within ten (10) days either (i)
      repay the principal amount plus any accrued interest on the investment; or
      (ii)
      deliver Permitted Collateral as provided below.

     

    (5)  The
      investment agreement must provide for termination thereof if the provider’s
      ratings are suspended, withdrawn or fall below A3 from Moody’s or A- from
      S&P. Within ten (10) days, the provider shall repay the principal amount
      plus any accrued interest on the agreement, without penalty.

     

    (6)  The
      investment agreement shall provide for the delivery of collateral described
      in
      (i) or (ii) below (“Permitted Collateral”) which shall be maintained at the
      following collateralization levels at each valuation date:

     

    (i)  U.S.
      Government Securities at 104% of principal plus accrued interest;
      or

     

    (ii)  Obligations
      of GNMA, FNMA or FHLMC (described in (ii)(4), (iii)(1) and (iii)(2) above) at
      105% of principal and accrued interest.

     

    (7)  The
      investment agreement shall require the Trustee or Agent to determine the market
      value of the Permitted Collateral not less than weekly and notify the investment
      agreement provider on the valuation day of any deficiency. Permitted Collateral
      may be released by the Trustee to the provider only to the extent that there
      are
      excess amounts over the required levels. Market value, with respect to
      collateral, may be determined by any of the following methods:

     

    (i)  the
      last
      quoted “bid” price as shown in Bloomberg, Interactive Data Systems, Inc.,
The
      Wall Street Journal
      or
      Reuters;

     

    (ii)  valuation
      as performed by a nationally recognized pricing service, whereby the valuation
      method is based on a composite average of various bid prices; or

     

    (iii)  the
      lower
      of two bid prices by nationally recognized dealers. Such dealers or their parent
      holding companies shall be rated investment grade and shall be market makers
      in
      the securities being valued.

     

    (8)  Securities
      held as Permitted Collateral shall be free and clear of all liens and claims
      of
      third parties, held in a separate custodial account and registered in the name
      of the Trustee or the Agent.

     

    (9)  The
      provider shall grant the Trustee or the Agent a perfected first security
      interest in any collateral delivered under an investment agreement. For
      investment agreements collateralized initially and in connection with the
      delivery of Permitted Collateral under (xi)(6) above, the Trustee and the Bond
      Insurer shall receive an opinion of counsel as to the perfection of the security
      interest in the collateral. 

     

    (10)  The
      investment agreement shall provide that moneys invested under the agreement
      must
      be payable and putable at par to the Trustee without condition, breakage fee
      or
      other penalty, upon not more than two (2) business days’ notice, or immediately
      on demand for any reason for which the funds invested may be withdrawn from
      the
      applicable fund or account established under the authorizing document, as well
      as the following:

     

    (i)  In
      the
      event of a deficiency in the debt service account;

     

    (ii)  Upon
      acceleration after an event of default;

     

    (iii)  Upon
      refunding of the bonds in whole or in part;

     

    (iv)  Reduction
      of the debt service reserve requirement for the bonds; or

     

    (v)  If
      a
      determination is later made by a nationally recognized bond counsel that
      investments must be yield-restricted.

     

    Notwithstanding
      the foregoing, the agreement may provide for a breakage fee or other penalty
      that is payable in arrears and not as a condition of a draw by the Trustee
      if
      the issuer’s obligation to pay such fee or penalty is subordinate to its
      obligation to pay debt service on the bonds and to make deposits to the debt
      service reserve fund. 

    


    (11)  The
      investment agreement shall establish the following as events of default, the
      occurrence of any of which shall require the immediate liquidation of the
      investment securities, unless:

     

    (i)  Failure
      of the provider or the guarantor (if any) to make a payment when due or to
      deliver Permitted Collateral of the character, at the times or in the amounts
      described above;

     

    (ii)  Insolvency
      of the provider or the guarantor (if any) under the investment
      agreement;

     

    (iii)  Failure
      by the provider to remedy any deficiency with respect to required Permitted
      Collateral;

     

    (iv)  Failure
      by the provider to make a payment or observe any covenant under the
      agreement;

     

    (v)  The
      guaranty (if any) is terminated, repudiated or challenged; or

     

    (vi)  Any
      representation of warranty furnished to the Trustee or the issuer in connection
      with the agreement is false or misleading.

     

    (12)  The
      investment agreement must incorporate the following general
      criteria:

     

    (i)  “Cure
      periods” for payment default shall not exceed two (2) business
      days;

     

    (ii)  The
      agreement shall provide that the provider shall remain liable for any deficiency
      after application of the proceeds of the sale of any collateral, including
      costs
      and expenses incurred by the Trustee or the Bond Insurer;

     

    (iii)  Neither
      the agreement or guaranty agreement, if applicable, may be assigned (except
      to a
      provider that would otherwise be acceptable under these guidelines) or amended
      without the prior consent of the Bond Insurer;

     

    (iv)  If
      the
      investment agreement is for a debt service reserve fund, reinvestments of funds
      shall be required to bear interest at a rate at least equal to the original
      contract rate.

     

    (v)  The
      provider shall be required to immediately notify the Bond Insurer and the
      Trustee of any event of default or any suspension, withdrawal or downgrade
      of
      the provider’s ratings;

     

    (vi)  The
      agreement shall be unconditional and shall expressly disclaim any right of
      set-off or counterclaim;

     

    (vii)  The
      agreement shall require the provider to submit information reasonably requested
      by the Bond Insurer, including balance invested with the provider, type and
      market value of collateral and other pertinent information.

     

    (xii)  Forward
      delivery agreements in which the securities delivered mature on or before each
      interest payment date (for debt service or debt service reserve funds) or draw
      down date (construction funds) that meet the following criteria:

     

    (1)  A
      specific written investment agreement governs the transaction.

     

    (2)  Acceptable
      providers shall be limited to (i) any registered broker/dealer subject to the
      Securities Investors’ Protection Corporation jurisdiction, if such broker/dealer
      or bank has an uninsured, unsecured and unguaranteed obligation rated A3/P-1
      or
      better by Moody’s and A-/A-1 or better by S&P; (ii) any commercial bank
      insured by the FDIC, if such bank has an uninsured, unsecured and unguaranteed
      obligation rated A3/P-1 or better by Moody’s and A-/A-1 or better by S&P;
      and (iii) domestic structured investment companies approved by the Bond Insurer
      and rated Aaa by Moody’s and AAA by S&P.

     

    (3)  The
      forward delivery agreement shall provide for termination or assignment (to
      a
      qualified provider hereunder) of the agreement if the provider’s ratings are
      suspended, withdrawn or fall below A3 or P-1 from Moody’s or A- or A-1 from
      S&P. Within ten (10) days, the provider shall fulfill any obligations it may
      have with respect to shortfalls in market value. There shall be no breakage
      fee
      payable to the provider in such event.

     

    (4)  Permitted
      securities shall include the investments listed in 1, 2 and 3
      above.

     

    (5)  The
      forward delivery agreement shall include the following provisions:

     

    (i)  The
      permitted securities must mature at least one (1) business day before a debt
      service payment date or scheduled draw. The maturity amount of the permitted
      securities must equal or exceed the amount required to be in the applicable
      fund
      on the applicable valuation date.

     

    (ii)  The
      agreement shall include market standard termination provisions, including the
      right to terminate for the provider’s failure to deliver qualifying securities
      or otherwise to perform under the agreement. There shall be no breakage fee
      or
      penalty payable to the provider in such event.

     

    (iii)  Any
      breakage fees shall be payable only on debt service payment dates and shall
      be
      subordinated to the payment of debt service and debt service reserve fund
      replenishments.

     

    (iv)  The
      provider must submit at closing a bankruptcy opinion to the effect that upon
      any
      bankruptcy, insolvency or receivership of the provider, the securities will
      not
      be considered to be a part of the provider’s estate, and otherwise acceptable to
      the Bond Insurer.

     

    (v)  The
      agreement may not be assigned (except to a provider that would otherwise be
      acceptable under these guidelines) or amended without the prior written consent
      of the Bond Insurer.

     

    (xiii)  Forward
      delivery agreements in which the securities delivered mature after the funds
      may
      be required but provide for the right of the issuer or the Trustee to put the
      securities back to the provider under a put, guaranty or other hedging
      arrangement, only with the prior written consent of the Bond
      Insurer.

     

    (xiv)  Maturity
      of investments shall be governed by the following:

     

    (1)  Investments
      of monies (other than reserve funds) shall be in securities and obligations
      maturing not later than the dates on which such monies will be needed to make
      payments. 

     

    (2)  Investments
      shall be considered as maturing on the first date on which they are redeemable
      without penalty at the option of the holder or the date on which the Trustee
      may
      require their repurchase pursuant to repurchase agreements.

     

    (3)  Investments
      of monies in reserve funds not payable upon demand shall be restricted to
      maturities of five years or less.

     

    (f)  Claim
      Procedure.
      So long
      as the Bond Insurance Policy remains in full force and effect, the following
      provisions shall apply to the Bonds:

     

    (i)  If,
      on
      the third day preceding any interest payment date for the Bonds there is not
      on
      deposit with the Trustee sufficient moneys available to pay all principal of
      and
      interest on the Bonds due on such date, the Trustee shall immediately notify
      the
      Bond Insurer and U.S. Bank Trust National Association, New York, New York or
      its
      successor as its Fiscal Agent (the “Fiscal Agent”) of the amount of such
      deficiency. If, by said interest payment date, the Issuer has not provided
      the
      amount of such deficiency, the Trustee shall simultaneously make available
      to
      the Bond Insurer and to the Fiscal Agent the registration books for the Bonds
      maintained by the Trustee. In addition: 

     

    (1)  The
      Trustee shall provide the Bond Insurer with a list of the Bondholders entitled
      to receive principal or interest payments from the Bond Insurer under the terms
      of the Bond Insurance Policy and shall make arrangements for the Bond Insurer
      and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to
      receive full or partial interest payments from the Bond Insurer and (2) to
      pay
      principal of the Bonds surrendered to the Fiscal Agent by the Bondholders
      entitled to receive full or partial principal payments from the Bond Insurer;
      and

     

    (2)  The
      Trustee shall, at the time it makes the registration books available to the
      Bond
      Insurer pursuant to (i) above, notify Bondholders entitled to receive the
      payment of principal of or interest on the Bonds from the Bond Insurer (1)
      as to
      the fact of such entitlement, (2) that the Bond Insurer will remit to them
      all
      or part of the interest payments coming due subject to the terms of the Bond
      Insurance Policy, (3) that, except as provided in paragraph (ii) below, in
      the
      event that any Bondholder is entitled to receive full payment of principal
      from
      the Bond Insurer, such Bondholder must tender his Bond with the instrument
      of
      transfer in the form provided on the Bond executed in the name of the Bond
      Insurer, and (4) that, except as provided in paragraph (ii) below, in the event
      that such Bondholder is entitled to receive partial payment of principal from
      the Bond Insurer, such Bondholder must tender his Bond for payment first to
      the
      Trustee, which shall note on such Bond the portion of principal paid by the
      Trustee, and then, with an acceptable form of assignment executed in the name
      of
      the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion
      of
      principal to the Bondholder subject to the terms of the Bond Insurance Policy.
      

     

    (ii)  In
      the
      event that the Trustee has notice that any payment of principal of or interest
      on a Bond has been recovered from a Bondholder pursuant to the United States
      Bankruptcy Code by a trustee in bankruptcy in accordance with the final,
      nonappealable order of a court having competent jurisdiction, the Trustee shall,
      at the time it provides notice to the Bond Insurer, notify all Bondholders
      that
      in the event that any Bondholder’s payment is so recovered, such Bondholder will
      be entitled to payment from the Bond Insurer to the extent of such recovery,
      and
      the Trustee shall furnish to the Bond Insurer its records evidencing the
      payments of principal of and interest on the Bonds which have been made by
      the
      Trustee and subsequently recovered from Bondholders, and the dates on which
      such
      payments were made. 

     

    (iii)  The
      Bond
      Insurer shall, to the extent it makes payment of principal of or interest on
      the
      Bonds, become subrogated to the rights of the recipients of such payments in
      accordance with the terms of the Bond Insurance Policy and, to evidence such
      subrogation, (i) in the case of subrogation as to claims for past due interest,
      the Trustee shall note the Bond Insurer’s rights as subrogee on the registration
      books maintained by the Trustee upon receipt from the Bond Insurer of proof
      of
      the payment of interest thereon to the Bondholders of such Bonds and (ii) in
      the
      case of subrogation as to claims for past due principal, the Trustee shall
      note
      the Bond Insurer’s rights as subrogee on the registration books for the Bonds
      maintained by the Trustee upon receipt of proof of the payment of principal
      thereof to the Bondholders of such Bonds. Notwithstanding anything in this
      authorizing document or the Bonds to the contrary, the Trustee shall make
      payment of such past due interest and past due principal directly to the Bond
      Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.
      

     

    (g)  Reimbursement
      of Expenses.
      The
      Company shall pay or reimburse the Bond Insurer for any and all charges, fees,
      costs, and expenses that the Bond Insurer may reasonably pay or incur in
      connection with the following: (i) the administration, enforcement, defense,
      or
      preservation of any rights or security hereunder or under any other transaction
      document; (ii) the pursuit of any remedies hereunder, under any other
      transaction document, or otherwise afforded by law or equity, (iii) any
      amendment, waiver, or other action with respect to or related to the Loan
      Agreement or any other transaction document whether or not executed or
      completed; (iv) the violation by the Company of any law, rule, or regulation
      or
      any judgment, order or decree applicable to it; (v) any advances or payments
      made by the Bond Insurer to cure defaults of the Company under the transaction
      documents; or (vi) any litigation or other dispute in connection with the Loan
      Agreement, any other transaction document, or the transactions contemplated
      hereby or thereby, other than amounts resulting from the failure of the Bond
      Insurer to honor its payment obligations under the Policy. The Bond Insurer
      reserves the right to charge a reasonable fee as a condition to executing any
      amendment, waiver, or consent proposed in respect of the Indenture, the Loan
      Agreement or any other transaction document. The obligations of the Company
      to
      the Bond Insurer shall survive discharge and termination of the Indenture and
      the Loan Agreement.

     

    (h)  Reorganization.

     

    (i)  The
      Company agrees that, in the event of a Reorganization, unless otherwise
      consented to by the Bond Insurer, the obligations of the Company under, and
      in
      respect of, the Bonds, the Indenture, and the Loan Agreement shall be assumed
      by, and shall become direct and primary obligations of, a Regulated Utility
      Company. The
      Company shall have delivered to the Bond Insurer a certificate of the president,
      any vice president or the treasurer and an opinion of counsel acceptable to
      the
      Bond Insurer each stating that such Reorganization complies with this
      section.

     

    (ii)  For
      purposes of paragraph (i) above, the following terms not otherwise defined
      herein, shall have the following meanings: 

     

    “Regulated
      Utility Company” means
      a
      corporation, partnership, limited partnership, joint venture, limited liability
      company, limited liability partnership or other entity engaged in the
      transmission and distribution of water, and which is regulated by the applicable
      public service commissions in all of the states which comprise its service
      area.


    


    “Reorganization” means
      any
      reorganization of the Company or its affiliates, or any transfer of a
      substantial portion of the assets of the Company, in each case as a result
      of
      which any of the Company ceases to be a Regulated Utility Company.

    


    (i)  Assignment
      of Loan Agreement.
      The
      Company shall not assign the Loan Agreement or any of its duties or obligations
      thereunder without the prior written consent of the Bond Insurer.

     


    
      
        --

        950597.7 10/31/06

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Issuer and Trustee have caused this Indenture of Trust 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.

     

     

    
      	 	 	 
	 	
              YORK
                COUNTY INDUSTRIAL DEVELOPMENT
                AUTHORITY

            
	 
Attest:	 
 	 
 
	
              By:
                /s/J. Kenetha Hansen

            	By:  	/s/John
              W.
              Krout 
	 J.
              Kenetha Hansen	John
              W. Krout 
	 Assistant
              Secretary	Chairman


    

     

     

    
      	 	 	 
	 	
              
                MANUFACTURERS
                  AND TRADERS TRUST
                  COMPANY, as Trustee

              

            
	 
Attest:	 
 	 
 
	
              By:
                /s/Adnan Ahmad

            	By:  	/s/Bernard
              V.
              Kelly, Jr.
	 Adnan
              Ahmad	Bernard
              V. Kelly, Jr. 
	 Corporate
              Trust Officer	Vice
              President, Corporate Trust Officer




    


    


    


    
      
         

      

    


    
      
        
          950597.7
            10/31/06