SECTION 2.63. Method of Payment. The Company shall make ail payments to CoBank
under this Agreement and each Promissory Notc and Supplement hereto by wire transfer of immediately
available funds, by check, or, if specified by separate agreement between the Company and CoBank, by
automated clearing house (ACH) or other similar cash handling processes. Wire transfers sha'l be made
to ABA No. 307088754 for advice to and credit of “CoBANK"” (or to such other account as CoBank may
direct by notice). The Company shait give CoBank telephonic notice no later than 12:00 noon
Company's local time of its intent to pay by wire, and funds received after 3:00 p.m. Company's local
time shall be credited on the next Business Day. Checks shail be mailed to COBANK, Department 167,
Denver, Colorado 80291-0167 for to such other place as CoBank may direct by notice). Credit for
payment by check will not be given until the latter of the next Business Day alter receipt of the check or
the Business Day on which CoBank receives immediately available funds
SECTION 2.04. Security and Guaranty.
(A) Security. The Company's obligations hereunder and under each other Loan
Document to which the Company is a party (whether executed contemporancously herewith or at a later
date) shall be secured by a stanitory first priority Lien on all equity which the Company may now own or
hereafter acquire or be allocated in CoBank and afl proceeds thereof.
(B) Credit Support. {n addition to the above, the Company's obligations hereunder
and under each Promissory Note and Supplement hereto shall be guarantied by Pennichuck Corporation
fthe “Guarantor”) pursuant to a guarantee of payment in form and content acceptable to CoBank {as
anicnded or restated from time to time, the “Guaranty”),
ARTICLE 3
CONDITIONS PRECEDENT
SECTION 3.0. Conditions Precedent to the Initial Promissory Notes and Suppicments
Hereto. CoBank's obligation to make a loan or loans under the initial Promissory Note and Supplement
hereto (or, in the event that more than one Promissory Note and Supplement is being executed on the
date hereof, each initial Promissory Note and Supplement hereto), is subject to the Following conditions
precedent, which, in the case of instruments and documents, must be in form and content acceptable to
CoBank:
(A} This Agreement. CoBank shail have received a duly executed original of this
Agreement.
(B) Guaranty and Related Documents. (1) A duly executed original Guaranty; (2)
copies, certified by the Secretary of the Guarantor as of the date hereof (or as of another date acceptable
to CoBank), of such board resolutions, evidence of incumbency, and other evidence as CoBank may
require that the Guaranty has been duly authorized, executed and delivered by the Guarantor; and (3) an
opinion of counse! to the Guarantor, which counscl and opinion must be in form and content acceptable
to CoBank.
(C} Consent and Agreement. A consent and agreement (the “Consent and
Agrecment”) between che Company, Pennichuck Water Works, lac. (“PW”), and CoBank in form and
content acceptable to CoBank.
{D) Secretary's Certificate. CoBank shall have received an original certificate of
the Secretary of the Company dated as of the date hereof (or as of another date acceptable to CoBank)
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