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Total Capitalization shall mean Total Debt plus Net Worth; except that in determining
Total Capitalization, contributions in aid of construction, advances for construction, customer
deposits, or similar items reducing rate base calculations shall be excluded.

Total Debt shall mean for the Company on a consolidated basis the sum of the following as
of the end of the fiscal year: (a) all indebtedness for borrowed money or for the deferred purchase
price of property or services (other than accounts payable to trade creditors incurred in the ordinary
course of business), (b) obligations which are evidenced by notes, bonds, debentures or similar
instruments, (c) that portion of obligations with respect to Capital Leases or other capitalized
agreements that are properly classified as a liability on the balance sheet in conformity with GAAP
or which are treated as operating leases under regulations applicable to them but which otherwise
would be required to be capitalized under GAAP; (d) debt secured by a Lien on any assets of the
Company or its Subsidiaries (whether or not the debt has been assumed); and (e) all obligations
guarantied by the Company or any Subsidiary.

Total Debt to Capitalization Ratio shal! mean a ratio of Total Debt at the end of the fiscal
year to Total Capitalization at the end of the fiscal year.

SECTION 1.02 Rules of Interpretation. The following rules of interpretation shall
apply to the Agreement, all Promissory Notes and Supplements, and all amendments to either of the
foregoing:

Accounting Terms. All accounting terms not specifically defined herein shall be construed
in accordance with GAAP, and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.

Number. All terms stated in the singular shall include the plural, and all terms stated in the
plural shall include the singular.

Including. The term “including” shall mean including, but not limited to.

Default. The expression "while any Default or Event of Default shall have occurred and be
continuing" (or like expression) shall be deemed to include the period following any acceleration of
the obligations (unless such acceleration is rescinded).

Permitted Encumbrances. CoBank's consent to the Company having one or more Liens on
all or any portion of its assets, shall not be construed to be an agreement to subordinate its Lien on
those assets to the extent that such Lien is not otherwise entitled to priority under Law.

EXHIBIT B

COMPLIANCE CERTIFICATE
TO: COBANK, ACB
FROM: PENNICHUCK EAST UTILITY, INC.
DATE: »20_
SUBJECT: COMPLIANCE CERTIFICATE FOR FISCAL PERIOD ENDING ON
,20_.

Reference is hereby made to that certain Master Loan Agreement dated as of February 9, 2010 (the
“Credit Agreement”), between PENNICHUCK EAST UTILITY, INC. (the “Company”) and
COBANK, ACB (“Lender”). Capitalized terms used in this certificate and not defined herein shall have
the meanings given to those terms in the Credit Agreement.

1 am the ' of the Company and am furnishing this Certificate to

you pursuant to Section 5.06(C) of the Credit Agreement.

Attached hereto are the annual financial statements required by Section 5.06(A) of the Credit Agreement.
The undersigned hereby certifies that the annual financial statements present fairly, in all material
respects, the financial conditions and results of operations of the Company in accordance with GAAP
consistently applied (or the appropriate standards of the regulatory agency having jurisdiction over the
Company, if any).

In addition to the above, attached hereto is a certificate calculating the financial covenants sct forth in
Article 7 of the Credit Agreement. The undersigned hereby certifies that the financial covenants were
calculated in a manner consistent with the requirements of the Credit Agreement.

I hereby certify that a review in reasonable detail of the activities of Company during the period covered
by the financial statements attached hereto has been made or caused to be made under my supervision
and that [please check one of the following boxes and. if the second box is checked, complete the information required

thereunder]:

[ ] Such review has not disclosed the existence during or at the end of the period covered
by the financial statements of any condition or event which constitutes a Default or an Event of Default;

{ |] Such review has disclosed the existence of the following Default(s) and/or Event(s) of
Default [specify the nature and period of existence thereof and what action the Company has taken, is taking and proposes to

take with respect thereto]:

(Signature)

(Print Name)

Chief Financial Officer
(Title)

1 Must be from the Chief Financia! Officer

PENNICHUCK EAST UTILITY, INC.
FINANCIAL COVENANT CERTIFICATE
For fiscal year ending on
The undersigned hereby certifies to COBANK, ACB that set forth below are: (1) the financial ratios that

the Company was required to achieve for the fiscal year end covered by this Certificate; and (2) the
actual results achieved by the Company:

RATIO Required Achieved

Debt Service Coverage Ratio: 1.25 to 1.00
© net income (after taxes and after eliminating any

gain or loss on sale of assets or other

extraordinary gain or loss): $

plus depreciation expense: §

plus amortization expense: $

plus interest expense: $

minus non-cash income from subsidiaries and/or

joint ventures: ($ )

e divided by the sum of: all principal payments due
within the period on all Long-Term Debt

§ plus interest expense: $

Ratio of Total Debt to Total Capitalization: Not greater
e Total Debt atendofyear: $ than.65 to
e Net Worthatendofyear: §$ 1.00

All of the above ratios were calculated in accordance with the terms of the Master Loan Agreement.
PENNICHUCK EAST UTILITY, INC.

By:

Its: Chief Financial Officer

Attachment B

M 6340 South Fiddlers Green Circle

iS COBAN K Greenwood Village, CO 80111
800-542-8072

www.cobank.com

February 21, 2019

Mr. Larry Goodhue, President
Pennichuck Corporation

25 Manchester St.

Nashua, NH 03054

Dear Mr. Goodhue:

This Non-Binding Summary of Terms and Conditions (this “Summary”) is being presented for information
and discussion purposes only. This Summary is neither a commitment nor an offer to extend credit and does
not create any obligation on the part of CoBank. CoBank’s decision to extend credit to the Company is
contingent upon completion to CoBank’s satisfaction of all necessary due diligence, receipt of internal credit
approvals, and the preparation of final documentation in form and substance satisfactory to CoBank. All
figures, terms, and conditions are subject to change at any time. A commitment by CoBank will exist only if
a formal, written commitment letter or definitive loan documents are prepared and executed by CoBank and
the Company, and not otherwise. This Summary is strictly confidential and may not be released to or
discussed with any third party without the prior written consent of CoBank.

Borrower: Pennichuck East Utility, Inc. (the ““Borrower”)

Type of Credit Facilities: An up to 25 year amortizing term loan in an amount up to $1,450,000
(“Term Loan”)

Purpose: Term out short term debt.
Availability: All funds shall be advanced at closing.
Interest: The Borrower will pay interest on the outstanding balance of the Term

Loan in accordance with one or more of the following interest rate options,
as selected by the Borrower:

Weekly Quoted Variable Rate Option: Under this option, balances

may be fixed at a rate established by CoBank on the first "Business Day"
(to be defined) of each week. The rate established shall be effective until
the first Business Day of the next week. WQVR for the week of February
17, 2019 is 4.50%.

Quoted Fixed Rate Option. At one or more rates to be quoted by

CoBank. Under this option, rates can be fixed: (1) on balances or

Origination Fees:

Principal Repayment:

Prepayment:

Capitalization:

Collateral:

Gaurantee:

Documentation:

2

multiples of $100,000; (2) for periods of 12 months to the final maturity
date of the Term Loan; and (3) on no more than 5 separate balances at any
one time.

Interest will be calculated on the actual number of days elapsed on the
basis of a year consisting of 360 days and shall be payable monthly in
arrears by the 20" day of the following month.

None.

In up to 300 consecutive monthly installments, each due on the 20" of the
month, with the first installment due on the second month following
closing. The amount of each installment shall be the same principal
amount that would be due and payable if the loan was payable in level
installments of principal and interest and such schedule was calculated
using the interest rate outstanding on the date of the loan agreement;
provided, however, that if on the date the loan is made, the Borrower fixes
the rate of interest on the entire principal amount of the loan to the final
maturity date thereof, then the rate utilized in calculating the amortization
schedule shall be the rate of interest accruing on the loan.

Balances bearing interest at the Weekly Quoted Variable Rate Option
may be prepaid without premium. Balances with a fixed interest rate may
be prepaid in whole or part, subject to a prepayment surcharge. The
surcharge shall be in an amount equal to the greater of: (1) the sum of the
present value of CoBank’s funding losses plus a yield of '4 of 1% on a per
annum basis or (2) $300.

The Term Loan will be capitalized in accordance with CoBank’s bylaws
and will be eligible for patronage. As a current borrower, no additional
capital is required.

The Term Loan will be unsecured: (1) except for CoBank’s statutory first
lien on all equity in CoBank; and (2) unless the Borrower desires to grants
liens to secure other debt, in which case the Borrower may grant liens to
CoBank and the holders of its other debt as long as CoBank and such
other holders share such liens pro rata and all collateral and
documentation evidencing same is approved by CoBank.

The Term Loan will be guaranteed by Pennichuck Corporation under the
existing guaranty agreement dated February 9, 2010 between CoBank and
Pennichuck Corporation, such agreement to be amended if needed for this
loan.

CoBank's commitment is subject to the negotiation, execution, and
delivery of documentation satisfactory to CoBank and its counsel in all
material respects. Such documentation will contain conditions precedent,
representations and warranties, covenants, events of default, remedies and
miscellaneous other provisions. Without limiting the foregoing, the

Documentation:

Financial Covenants:_

Negative covenants:

Reporting Requirements:

Events of Default:

Expenses and
Indemnification:

Patronage:

3

documents will contain the following conditions precedent,
representations and warranties, covenants and events of default:

e Conditions Precedent. Satisfactory review and approval of all
documents related to the acquisition of the assets and the
formation of the Borrower; execution and delivery of all related
documents; receipt of such board resolutions, incumbency
certificates and other evidence as CoBank shall require that all
documents have been duly authorized, executed and delivered;
evidence of perfection and priority of lien; and opinions of
counsel.

e Representations and Warranties: Due organization, good
standing and qualification; authorization to borrow; compliance
with law; financial condition; title to properties; liens; no material
adverse change; litigation; payment of taxes; governmental
regulations; disclosure; licenses; trademarks; and patents.

As provided in the current Master Loan Agreement (MLA) and any
ammendments thereto, CoBank's commitment is subject to the negotiation,
execution, and delivery of documentation satisfactory to CoBank and its
counsel in all material respects.

As provided in the current MLA subject to ammendment as needed.
As provided in the current MLA subject to ammendment as needed.
As provided in the current MLA subject to ammendment as needed.

As provided in the current MLA subject to ammendment as needed.

The Borrower will indemnify CoBank against all losses, liabilities,
claims, damages, or expenses relative to the Credit Facility or the use of
loan proceeds. All reasonable costs and expenses incurred by CoBank in
connection with this transaction including, without limitation, all legal
fees and expenses for CoBank’s legal counsel, shall be paid by the
Borrowers.

At the sole discretion of CoBank’s Board of Directors, each year eligible
customers may qualify under CoBank’s patronage plan for patronage
certificates and distributions. CoBank reserves the right to sell, assign
and/or participate in credit facilities discussed hereunder on a non-
patronage basis.

Attachment C

GUARANTEE OF PAYMENT
(CONTINUING)

THIS GUARANTEE OF PAYMENT (this "Guaranty") is executed as of February 9, 2010, by
PENNICHUCK CORPORATION, a New Hampshire corporation (hereinafter referred to as the
"Guarantor"), in favor COoBANK, ACB (hereinafter referred to as "CoBank").

BACKGROUND

Pennichuck East Utility, Inc. (the "Company") has obtained or may desire at some point in time
and/or from time to time to obtain loans, advances and other financial accommodations from CoBank.
Owing to Company's financial condition and/or other factors, CoBank is not willing to extend or continue to
extend credit to the Company without the guaranty of the Guarantor. Having a financial interest in the
Company and expecting to benefit from such credit, the Guarantor is willing to furnish that guaranty.

NOW, THEREFORE, in order to induce CoBank to extend credit to the Company and for good
and valuable other consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follows:

SECTION 1. Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to
CoBank the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all
indebtedness, obligations and liabilities of the Company to CoBank, whether now existing or hereafter
incurred, including, but not limited to, those under or arising out of or in connection with any loans,
advances, acceptances, letters of credit, indemnities, foreign exchange contracts or any other kind of
contract or agreement under which the Company may be indebted to CoBank in any manner, whether for
principal, interest, fees, surcharges, expenses or otherwise. For ease of reference: (i) all such indebtedness,
obligations and liabilities shall hereinafter be collectively referred to as the "Guaranteed Obligations"; and
(ii) all instruments, documents and agreements evidencing or relating to the Guaranteed Obligations
(including all loan agreements, promissory notes, reimbursement agreements, security agreements,
mortgages and deeds of trust) shall hereinafter collectively be referred to as the "Loan Documents." Without
limiting the foregoing, the Loan Documents shall include (but shall not be limited to) the: (1) Master Loan
Agreement dated as of February 9, 2010, between the Company and CoBank (as amended or restated from
time to time, the “MLA”); (2) Promissory Note and Supplement dated as of February 9, 2010, between the
Company and CoBank and numbered RX0848T1I; (3) Promissory Note and Supplement dated as of
February 9, 2010, between the Company and CoBank and numbered RX0848T2; (4) al! future Promissory
Notes and Supplements issued under the Master Loan Agreement; (5) the ISDA 2002 Master Agreement
dated as of February 9, 2010, between the Company and CoBank, and all schedules executed at any time in
connection therewith; and (6) all amendments to and restatements of each of the foregoing.

SECTION 2. Guaranty of Payment; Waiver of Defenses, Etc. This Guaranty is a guarantee of
payment and not of collection. The Guarantor acknowledges and agrees that this Guaranty is an absolute
and independent obligation of the Guarantor, and therefore waives any right to require that any action be
brought against the Company, another guarantor or any other person or entity which is liable for all or any
part of the Guaranteed Obligations, or to require that resort be had at any time to any security for the
Guaranteed Obligations or to any right of setoff or similar right. The Guarantor's obligations hereunder
shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor
hereby expressly waives any defense or claim of discharge based on): (i) the alteration or modification from
time to time (whether material or otherwise) of the Guaranteed Obligations, including the date, time, and
place of payment, an increase or decrease in the rate or rates of interest accruing on the Guaranteed
Obligations, the period during which the Guaranteed Obligations may be made, the amount of the
Guaranteed Obligations or otherwise; (ii) the waiver by CoBank of the Company's compliance with any of

the terms and conditions of the Loan Documents; (iii) the forbearance by CoBank from exercising any right
or remedy it may have under the Loan Documents or under law; (iv) any inability, failure, neglect or
omission to obtain, perfect, maintain, enforce, or realize upon any collateral for the Guaranteed Obligations,
or to pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; (v) the loss or impairment of any collateral, the subordination or
release of CoBank's lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral;
(vi) CoBank releasing, waiving, discharging, or modifying the obligations of one or more other guarantors
(whether a party hereto or to a separate agreement with CoBank); (vii) the acceptance by CoBank of any
partial payment on the Guaranteed Obligations or any collateral therefor, or CoBank settling, subordinating,
compromising, discharging, or releasing the Guaranteed Obligations or any collateral therefor; (viii) the
enforceability of the Loan Documents; (ix) any defenses or counterclaims assertable by the Company,
including any defense or counterclaim based on failure of consideration, fraud, statute of frauds,
bankruptcy, statute of limitations, lender liability, and accord and satisfaction; (x) any setoff, counterclaim,
recoupment or similar right assertable by the Company, the Guarantor, or other guarantor (whether a party
hereto or to a separate guarantee); or (xi) any other circumstance which constitutes a legal or equitable
discharge of a guarantor or surety. This Guaranty shall continue in full force and effect until five business
days after written notice of termination shall have been received by CoBank. Notwithstanding the
foregoing, such notice of termination shall not be effective as to any Guaranteed Obligations: (1) existing
prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit
entered into prior to the effective date of such notice (regardless of whether CoBank has or from time to
time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or
otherwise); (3) any extensions, renewals, or refinancings of any Guaranteed Obligations referred to in (1) or
(2) above made before or after the effective date of termination; and (4) interest, fees, expenses, and other
Guaranteed Obligations relating to any of the foregoing. In addition, no such notice of termination shall in
any manner impair or alter CoBank's rights or obligations hereunder with respect to such Guaranteed
Obligations (including under Sections 2 and 5 hereof) or affect or impair the obligations of any other
guarantor (whether a party hercto or to a separate guarantec).

SECTION 3. Subordination and Subrogation. The Guarantor hereby agrees that all
indebtedness and other obligations of the Company (now existing or hereafter incurred) to the Guarantor are
and shall be subordinated in right of payment to the prior payment in full by the Company of its obligations
to CoBank under the Loan Documents. During the existence of a “Default” or an “Event of Default under
the Loan Documents, no payments by the Company shall be accepted by the Guarantor with respect to such
subordinated obligations and, if any such payments are inadvertently received, the same shall be held in
trust and promptly turned over to CoBank. The Guarantor hereby waives all claims, rights or remedies that
it may have at law or in equity (including, without limitation, any law subrogating the Guarantor to the
rights of CoBank) to seek contribution, indemnification, or any other form of reimbursement from the
Company, any other guarantor, or any other person or entity now or hereafter primarily or secondarily liable
for any obligations of the Guarantor to CoBank, for any disbursement madc by the Guarantor under or in
connection with this Guaranty or otherwise. The Guarantor hereby stipulates and agrees that any such
disbursement made by the Guarantor shall be a contribution to the equity capital of the Company.

SECTION 4. Recovery of Payment. If any payment received by CoBank and applied to the
Guaranteed Obligations is subsequently set aside, recovered, rescinded, or required to be returned for any
reason (including, without limitation, the bankruptcy, insolvency or reorganization of the Guarantor), the
Guaranteed Obligations to which such payment was applied shall for the purposes of this Guaranty and all
instruments or documents executed in connection herewith or securing the Guarantor's obligations
hereunder, be deemed to have continued in existence, and this Guaranty shall be enforceable as to such
Guaranteed Obligations as fully as if such applications had never been made.

SECTION 5. Information Regarding Company; Waiver of Notices, Etc. The Guarantor
assumes responsibility for keeping fully informed of the financial condition of the Company, its liability
hereunder and all other circumstances affecting the Company's ability to pay and perform the Guaranteed
Obligations. The Guarantor agrees that CoBank shall have no duty to report to or notify the Guarantor of:
(i) any information which CoBank shall receive about the financial condition of the Company (including
adverse matters); (ti) the Company's performance under the Loan Documents (including nonpayment or the
occurrence of any other default); (iii) any circumstances bearing on the Company's ability to perform the
Guaranteed Obligations; (iv) any increases in the amount of the Guaranteed Obligations or any renewals,
extensions or refinancing(s) of any Guaranteed Obligation; (v) any actions taken by CoBank or the
Company under any Loan Document; (vi) any matters relating to another guarantor; (vii) any matter set
forth in Section2 hereof; or (viii) any other matter relating to the Guaranteed Obligations; and the
Guarantor hereby expressly and unconditionally waives any defense or claim of discharge based on the
failure of CoBank to report to or notify the Guarantor of any such information. In addition, the Guarantor
hereby acknowledges that it has entered into this Guaranty based upon its own independent knowledge of or
investigation into the affairs of the Company and any other guarantor (whether a party hereto or to a
separate guarantee) and has not relied in any respect on CoBank or any officers, employees, or agents
thereof.

SECTION 6. Representations and Warranties. The Guarantor hereby represents and warrants
as follows:

(A) Organization; Power; Etc. The Guarantor: (i) is duly organized, validly existing,
and in good standing under the laws of its state of incorporation or formation; (ii) is duly qualified to do
business and is in good standing in each jurisdiction in which the transaction of its business makes such
qualification necessary; (iii) has all requisite corporate and legal power to own and operate its assets and to
carry on its business and to enter into and perform this Guaranty; and (iv) has duly and lawfully obtained
and maintained all licenses, certificates, permits, authorizations, approvals, and the like which are material
to the conduct of its business or which may be otherwise required by law, rule, regulation, ordinance, code,
order or the like (collectively, "Laws").

(B) Due Authorization; No Violation; Etc. The execution and delivery by the
Guarantor of, and the performance by the Guarantor of its obligations under, this Guaranty and all
instruments and documents executed in connection herewith have been duly authorized by all requisite
corporate or other action on the part of the Guarantor and do not and will not: (i) conflict with, or constitute
(with or without the giving of notice and/or the passage of time and/or the occurrence of any other
condition) a default under, any other agreement to which the Guarantor is a party or by which it or any of its
property may be bound or affected, or with any provision of its articles of incorporation, bylaws or other
organizational documents; (ii) require the consent, permission, authorization, order or license of any
governmental authority or of any party to any agreement to which the Guarantor is a party or by which it or
any of its property may be bound or affected, except as has been obtained and are in full force and effect;
(iii) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect applicable to it; or (iv) result in, or require, the creation or
imposition of any lien, security interest or other charge or encumbrance upon or with respect to any of its
properties now owned or hereafter acquired.

(C) Binding Agreement. This Guaranty and each instrument and document executed
in connection herewith is, or when executed and delivered will be, the legal, valid, and binding obligation of
the Guarantor, enforceable in accordance with its terms, subject only to limitations on enforceability
imposed by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
creditors' rights generally.

(D) Litigation. Except as disclosed in the Company’s Application for Credit dated as
of February 9, 2010 (the “Application”), there are no pending legal, arbitration, or governmental actions or
proceedings to which the Guarantor is a party or to which any of its property is subject which, if adversely
determined, could have a material adverse effect on the condition, financial or otherwise, operations,
properties, or business of the Guarantor, or on the ability of the Guarantor to perform its obligations
hereunder or under any instrument or document executed in connection herewith, and to the best of the
Guarantor's knowledge, no such actions or proceedings are threatened or contemplated.

(E) Financial Statements; No Material Adverse Change; Etc. The annual audited
consolidating and consolidated financial statements of the Guarantor and its consolidated subsidiaries, if
any, for the fiscal year ended in 2008 and the interim consolidated financial statements of the Guarantor and
its consolidated subsidiaries, if any, for the period ending on June 30, 2009, copies of which (together with
all notes and schedules relating thereto) have been submitted to CoBank, are complete and correct and fairly
present the financial condition of the Guarantor and the results of the Guarantor's operations for the periods
covered thereby, and are prepared in accordance with generally accepted accounting principles ("GAAP")
consistently applied. Since the date of the interim statements, there has been no material adverse change in
the condition, financial or otherwise, business, or operations of the Guarantor. There are no liabilities of the
Guarantor, fixed or contingent, which are material but which are not reflected in the financial statements or
the notes thereto.

(F) Title to Property. The Guarantor has title to, or valid leasehold interests in, all of
its property, real and personal, including the properties reflected in the financial statements referred to above
(other than any property disposed of in the ordinary course of business).

(G) Compliance with Laws, Environmental Matters, Etc. All of the properties of
the Guarantor and all of its operations are in compliance in all material respects with all applicable Laws
including, without limitation, all Laws relating to the environment. No property owned or leased by the
Guarantor is being used or, to its knowledge, has been used for the disposal, treatment, storage, processing
or handling of hazardous waste or materials (as defined under any environmental Law) and no investigation,
claim, litigation, proceeding, order, judgment, decree, settlement, Lien or the like with respect to any
environmental matter is proposed, threatened, anticipated or in existence with respect to its properties or
operations. In addition, no environmental contamination or condition currently exists on any property of the
Guarantor or, to its knowledge, any adjoining property, which could delay the sale or other disposition of, or
could have (or already has had) an adverse effect on the value of, its property.

(H) Compliance With Guaranty. As of the date hereof, the Guarantor is operating its
business in compliance with all of the covenants set forth in this Guaranty.

SECTION 7. Affirmative Covenants. Unless otherwise agreed to in writing by CoBank, while
this Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding hereunder, the
Guarantor agrees to, and agrees to cause each of its subsidiaries to:

(A) Corporate Existence, Licenses. Etc. Preserve and keep in full force and effect
its existence and good standing in the jurisdiction of its incorporation or formation, qualify and remain
qualified to transact business in all jurisdictions where such qualification is required, and obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and the like which are material to
the conduct of its business or required by Law.

(B) Compliance with Laws. Comply in all material respects with all applicable
Laws, including, without limitation, all Laws relating to environmental protection. In addition, the