reasonable and realistic, and no fact has come to light, and no event has occurred, which would cause any
material assumption made therein to not be reasonable or realistic.
SECTION 4.16. Water Rights. The Company: (A) has water rights with such amounts,
priorities and qualities as are necessary to adequately serve the customers of the Company; (B) controls,
owns, or has access to all such water rights free and clear of the interests of any third party; and (C) has
not suffered or permitted any transfer or encumbrance of such water rights, has not abandoned such water
rights, or any of them, and has not done any act or thing which would impair or cause the loss of any
such water rights.
SECTION 4.17. Facilities. The Company's utility facilities: (A) meet present demand in all
material respects; (B) are constructed in a good and professional manner; (C) are in good working order
and condition; and (D) comply in all material respects with all applicable Laws.
SECTION 4.18. Rate Matters, (A) The Company's rates for water and/or wastewater
services are subject to rate regulation by the Public Utilities Commission of the State of New Hampshire;
and (B) there is no pending and, to the Company's knowledge, threatened action or proceeding before any
court or governmental authority, the objective or result of which is or could be to: (1) reduce or otherwise
adversely change any of the Company’s rates for the provision of water and/or wastewater services; (2)
limit or revoke any of the Company’s permits or other authorizations to conduct business; or (3) except
as disclosed in any application submitted in connection with the Promissory Note and Supplement,
otherwise have a Material Adverse Effect.
SECTION 4.19. Enforcement Actions. The Company is not subject to any Enforcement
Action and, to the knowledge of the Company, no such actions have been threatened or are contemplated.
SECTION 4.20. Taxes. The Company has timely and properly filed all tax returns (federal,
state and local) that were required to be filed, and has paid any taxes, assessments, and other
governmental charges, including interest and penalties. There are no audits pending or, to the knowledge
of the Company, threatened against the Company.
ARTICLE 5
AFFIRMATIVE COVENANTS
Unless otherwise agreed to in writing by CoBank, while this Agreement is in effect, the
Company agrees to:
SECTION 5.01. Maintenance of Existence, Etc. Preserve and maintain its existence and
good standing in the jurisdiction of its formation, qualify and remain qualified to transact business in all
jurisdictions where such qualification is required, and obtain and maintain all licenses, permits,
franchises, patents, copyrights, trademarks, tradenames, or rights thereto which are material to the
conduct of its business or required by Law.
SECTION 5.02. Compliance With Laws. Comply in all material respects with all!
applicable Laws (including all Laws relating to the environment). In addition, the Company agrees to
cause all Persons occupying or present on any of its properties to comply in all material respects with all
such Laws.
