agree to submit to the non-exclusive jurisdiction of any federal or state court sitting in Colorado for any
action or proceeding arising out of or relating to this Agreement or any other Loan Document. The
Company hereby waives any objection that it may have to any such action or proceeding on the basis of
forum non-conveniens.
SECTION 10.04. Notices. All notices hereunder shal! be in writing and shall be deemed to
have been duly given upon delivery if personally delivered or sent by overnight mail or by facsimile or
similar transmission, or three (3) days after mailing if sent by express, certified or registered mail, to the
parties at the following addresses (or such other address as either party may specify by like notice):
If to CoBank, as follows: If to the Company, as follows:
CoBank, ACB Pennichuck East Utility, Inc.
5500 South Quebec Street 25 Manchester Street
Greenwood Village, Colorado 80111 Merrimack, New Hampshire 03054
Facsimile: (303) 740-4002 Facsimile: (603) 913-2305
Attention: Energy & Water Group Attention: President
SECTION 10.05. Costs, Expenses, and Taxes. To the extent allowed by Law, the Company
agrees to pay all reasonable out-of-pocket costs and expenses (including the fees and expenses of counsel
retained by CoBank) incurred by CoBank in connection with the origination, administration,
interpretation, collection, and enforcement of this Agreement and the other Loan Documents, including,
without limitation, all costs and expenses incurred in perfecting, maintaining, determining the priority of,
and releasing any security for the Company’s obligations to CoBank, all title insurance premiums and
other charges, and any stamp, intangible, transfer or like tax incurred in connection with this Agreement
or any other Loan Document or the recording hereof or thereof.
SECTION 10.06. Effectiveness and Severability. This Agreement shall continue in effect
until: (A) all indebtedness and obligations of the Company under this Agreement and the other Loan
Documents shall have been paid or satisfied; (B) CoBank has no commitment to extend credit to or for
the account of the Company under any Promissory Note and Supplement; (C) all Promissory Notes and
Supplements shall have been terminated; and (D) either party sends written notice to the other party
terminating this Agreement. Any provision of this Agreement or any other Loan Document which is
prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or thereof.
SECTION 10.07. Other Types of Credit. From time to time, CoBank may issue letters of
credit or extend other types of credit to or for the account of the Company. In the event the parties desire
to do so under the terms of this Agreement, then the agreement of the parties with respect thereto may be
set forth in a Promissory Note and Supplement to this Agreement and this Agreement shall be applicable
thereto as if such letters of credit or other types of credit were loans.
SECTION 10.08. Indemnification. The Company agrecs to indemnify, defend and hold
harmless CoBank, its participants, and its and their respective officers, directors, shareholders,
employees, and agents (collectively, the “Indemnitees”) from and against any and all claims, obligations,
liabilities, losses, damages, injuries (to persons or property), penalties, actions, suits, judgments, costs
and expenses (including reasonable attorney’s fees) of whatever kind or nature, whether or not well
founded, meritorious or unmeritorious, which are demanded, asserted or claimed against any such
Indemnitee in any way relating to, or arising out of, or in connection with this Agreement or the other
Loan Documents, including: (A) all claims arising in connection with the release, presence, removal, and
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