Common use of Additional Representations and Warranties of Owner Clause in Contracts

Additional Representations and Warranties of Owner. Owner hereby represents and warrants to Distribution Company that all of the statements in this Section 21.2 are true and correct as of the Execution Date (unless another date is expressly indicated) and will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Owner is duly organized, validly existing, and in good standing under the laws of the State of Maine and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Owner, and Owner has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) Owner has all requisite corporate power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Owner; (c) Assuming due authorization, execution and delivery by Distribution Company, this Agreement constitutes Owner’s legal, valid and binding obligation enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Owner or any of its Affiliates that could have a Material Adverse Effect on Owner; (e) No event with respect to Owner has occurred or is continuing that would constitute an Owner Default, and no Owner Default will occur as a result of Owner entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Owner does not and will not (i) violate any provisions of its articles of incorporation or bylaws, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The FERC Authorizations, Owner Approvals, Municipal Owner Approvals, and the AC Upgrade Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary to commence construction of and operate the NECEC Transmission Line; (i) Owner has acquired all required real property rights necessary for construction and operation of the NECEC Transmission Line, and the interconnection of the NECEC Transmission Line with (A) the Québec Line (other than real property rights to be held by TransÉnergie) and (B) the Delivery Point, in full and final form with all options or contingencies having been exercised as set forth in Attachment I; and (h) Owner is in compliance with all Applicable Laws, except such non-compliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner.

Additional Representations and Warranties of Owner. Owner hereby represents and warrants to Distribution Company Purchaser that all of the statements in this Section 21.2 21.3 are true and correct as of the Execution Date (unless another date is expressly indicated) and will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Owner is duly organized, validly existing, and in good standing under the laws of the State of Maine and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Owner, and Owner has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) Owner has all requisite corporate power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Owner; (c) Assuming due authorization, execution and delivery by Distribution CompanyPurchaser, this Agreement constitutes Owner’s legal, valid and binding obligation enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Owner or any of its Affiliates that could have a Material Adverse Effect on Owner; (e) No event with respect to Owner has occurred or is continuing that would constitute an Owner Default, and no Owner Default will occur as a result of Owner entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Owner does not and will not (i) violate any provisions of its articles of incorporation or bylaws, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The FERC AuthorizationsAuthorization, the Owner Approvals, Approvals (other than the Municipal Owner Approvals, ) and the AC Upgrade Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary to commence construction of and operate the NECEC Transmission Line (other than the Municipal Owner Approvals); (h) To the best of Owner’s knowledge, the Municipal Owner Approvals identified in paragraph 10 of Attachment C constitute all of the Municipal Owner Approvals that are necessary to commence construction of and operate the NECEC Transmission Line; (i) Owner is in compliance with all Applicable Laws, except such noncompliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner; and (j) Owner has acquired all required real property rights necessary for construction and operation of the NECEC Transmission Line, and the interconnection of the NECEC Transmission Line with (A) the Québec Line (other than real property rights to be held by TransÉnergie) and (B) the Delivery Point, in full and final form with all options or contingencies having been exercised as set forth in Attachment I; and (h) Owner is in compliance with all Applicable Laws, except such non-compliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner.I.

Additional Representations and Warranties of Owner. Owner hereby represents and warrants to Distribution Company Purchaser that all of the statements in this Section 21.2 22.3 are true and correct as of the Execution Date (unless another date is expressly indicated) and will and, except for the statement in Section 22.3(g),will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Owner is duly organized, validly existing, and in good standing under the laws of in the State of Maine New Hampshire and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Owner, and Owner has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) Owner has all requisite corporate limited liability company power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Owner; (c) Assuming due authorization, execution and delivery by Distribution CompanyPurchaser, this Agreement constitutes Owner’s legal, valid and binding obligation enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Owner or any of its Affiliates that could have a Material Adverse Effect on Owner; (e) No event with respect to Owner has occurred or is continuing that would constitute an Owner Default, and no Owner Default will occur as a result of Owner entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Owner does not and will not (i) violate any provisions of its articles of incorporation organization or bylawsoperating agreement, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The FERC AuthorizationsTo the best of Owner’s knowledge, the Owner Approvals, Municipal Owner Approvals, Approvals and the AC Upgrade Operational Approvals constitute all of the actions, Consents, notifications, waivers, orders, orders and filings that are necessary with respect to commence construction the execution, delivery and performance of and operate the NECEC Transmission Line; (i) Owner has acquired all required real property rights necessary for construction and operation of the NECEC Transmission Linethis Agreement by Owner, and the interconnection of the NECEC Transmission Line with (A) the Québec Line (other than real property rights to be held by TransÉnergie) and (B) the Delivery Point, in full and final form with all options or contingencies having been exercised as set forth in Attachment IAC Upgrade Approvals; and (h) Owner is in compliance with all Applicable Laws, except such non-compliance noncompliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner.

Additional Representations and Warranties of Owner. Owner hereby represents and warrants to Distribution Company Purchaser that all of the statements in this Section 21.2 21.3 are true and correct as of the Execution Date (unless another date is expressly indicated) and will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Owner is duly organized, validly existing, and in good standing under the laws of the State of Maine and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Owner, and Owner has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) Owner has all requisite corporate power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Owner; (c) Assuming due authorization, execution and delivery by Distribution CompanyPurchaser, this Agreement constitutes Owner’s legal, valid and binding obligation enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Owner or any of its Affiliates that could have a Material Adverse Effect on Owner; (e) No event with respect to Owner has occurred or is continuing that would constitute an Owner Default, and no Owner Default will occur as a result of Owner entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Owner does not and will not (i) violate any provisions of its articles of incorporation or bylaws, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The FERC AuthorizationsAuthorization, Owner Approvals, Approvals (other than the Municipal Owner Approvals, ) and the AC Upgrade Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary to commence construction of and operate the NECEC Transmission Line (other than the Municipal Owner Approvals); (h) To the best of Owner’s knowledge, the Municipal Owner Approvals identified in paragraph 10 of Attachment C constitute all of the Municipal Owner Approvals that are necessary to commence construction of and operate the NECEC Transmission Line; (i) Owner is in compliance with all Applicable Laws, except such noncompliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner; and (j) Owner has acquired all required real property rights necessary for construction and operation of the NECEC Transmission Line, and the interconnection of the NECEC Transmission Line with (A) the Québec Line (other than real property rights to be held by TransÉnergie) and (B) the Delivery Point, in full and final form with all options or contingencies having been exercised as set forth in Attachment I; and (h) Owner is in compliance with all Applicable Laws, except such non-compliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner.I.

Additional Representations and Warranties of Owner. Owner hereby represents and warrants to Distribution Company Purchaser that all of the statements in this Section 21.2 22.3 are true and correct as of the Execution Date (unless another date is expressly indicated) and will and, except for the statement in Section 22.3(g),will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Owner is duly organized, validly existing, and in good standing under the laws of in the State of Maine New Hampshire and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Owner, and Owner has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) Owner has all requisite corporate limited liability company power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Owner; (c) Assuming due authorization, execution and delivery by Distribution CompanyPurchaser, this Agreement constitutes Owner’s 's legal, valid and binding obligation enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ ' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Owner or any of its Affiliates that could have a Material Adverse Effect on Owner; (e) No event with respect to Owner has occurred or is continuing that would constitute an Owner Default, and no Owner Default will occur as a result of Owner entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Owner does not and will not (i) violate any provisions of its articles of incorporation organization or bylawsoperating agreement, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The FERC AuthorizationsTo the best of Owner's knowledge, the Owner Approvals, Municipal Owner Approvals, Approvals and the AC Upgrade Operational Approvals constitute all of the actions, Consents, notifications, waivers, orders, orders and filings that are necessary with respect to commence construction the execution, delivery and performance of and operate the NECEC Transmission Line; (i) Owner has acquired all required real property rights necessary for construction and operation of the NECEC Transmission Linethis Agreement by Owner, and the interconnection of the NECEC Transmission Line with (A) the Québec Line (other than real property rights to be held by TransÉnergie) and (B) the Delivery Point, in full and final form with all options or contingencies having been exercised as set forth in Attachment IAC Upgrade Approvals; and (h) Owner is in compliance with all Applicable Laws, except such non-compliance noncompliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner. 1014917.31-D.C. Server 1A - MSW Section 22.4.

Additional Representations and Warranties of Owner. Owner hereby represents and warrants to Distribution Company Purchaser that all of the statements in this Section 21.2 22.3 are true and correct as of the Execution Date (unless another date is expressly indicated) and and, except for the statement in Section 22.3(g), will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date: (a) Owner is duly organized, validly existing, and in good standing under the laws of in the State of Maine New Hampshire and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Owner, and Owner has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement; (b) Owner has all requisite corporate limited liability company power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by Owner; (c) Assuming due authorization, execution and delivery by Distribution CompanyPurchaser, this Agreement constitutes Owner’s legal, valid and binding obligation enforceable against Owner in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law); (d) No legal proceeding is pending or, to its knowledge, threatened against Owner or any of its Affiliates that could have a Material Adverse Effect on Owner; (e) No event with respect to Owner has occurred or is continuing that would constitute an Owner Default, and no Owner Default will occur as a result of Owner entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Owner does not and will not (i) violate any provisions of its articles of incorporation organization or bylawsoperating agreement, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected; (g) The FERC AuthorizationsTo the best of Owner’s knowledge, the Owner Approvals, Municipal Owner Approvals, Approvals and the AC Upgrade Operational Approvals constitute all of the actions, Consents, notifications, waivers, orders, orders and filings that are necessary with respect to commence construction the execution, delivery and performance of and operate the NECEC Transmission Line; (i) Owner has acquired all required real property rights necessary for construction and operation of the NECEC Transmission Linethis Agreement by Owner, and the interconnection of the NECEC Transmission Line with (A) the Québec Line (other than real property rights to be held by TransÉnergie) and (B) the Delivery Point, in full and final form with all options or contingencies having been exercised as set forth in Attachment IAC Upgrade Approvals; and (h) Owner is in compliance with all Applicable Laws, except such non-compliance noncompliance as could not reasonably be expected to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Owner.

Additional Representations and Warranties of Owner. Owner hereby acknowledges, represents and warrants to Distribution Company that all of the statements in this Section 21.2 are true and correct City as of the Execution Date (unless another date is expressly indicated) and will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other datefollows: (a) Owner is duly organized, validly existing, and in good standing under the laws of the State of Maine and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Owner, and Owner has all requisite full power and authority to conduct its business, own its propertiesexecute and deliver this Second Amendment and all documents attached hereto, and to executemake and accept the borrowings contemplated hereunder, deliverto execute and deliver all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Second Amendment, and to perform its obligations under this Agreement;and observe the terms and provisions of all of the above. (b) Owner has This Second Amendment and all requisite corporate power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated hereby, and this Agreement has other documents or instruments which have been duly executed and delivered by Owner; (c) Assuming due authorizationpursuant to or in connection with this Second Amendment constitute or, execution if not yet executed or delivered, will when so executed and delivery by Distribution Companydelivered constitute, this Agreement constitutes Owner’s legal, valid and binding obligation obligations of Owner enforceable against Owner it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization and other laws . (c) Owner is not currently in default under any terms of general application relating to or affecting creditors’ rights generally and to general principles of equity any Transaction Document (regardless of whether considered defined in a proceeding in equity or at lawSection 4 below);. (d) No legal proceeding is pending orThe representations, warranties and covenants of Owner contained in each and all of the Transaction Documents are true and correct in all material respects on and as of the Date of Second Amendment as if made on the Date of Second Amendment and Owner has complied with all of the terms and conditions of the HOME Loan Agreement required to its knowledge, threatened against be complied with by Owner at or any prior to the Date of its Affiliates that could have a Material Adverse Effect on Owner;Second Amendment. (e) No event with respect to Neither Owner has occurred or is continuing that would constitute an Owner Default, and no Owner Default will occur as a result nor any Affiliate (defined below) of Owner entering into is the subject of a bankruptcy proceeding, insolvent or performing its obligations under this Agreement;the control of a receiver. (f) The executionAll documents, delivery materials and performance of this Agreement information provided by Owner does not to City relating to Owner’s qualifications, financial strength, and will not ability to perform its obligations hereunder are true, correct and complete in all material respects and no Material Adverse Change (idefined below) violate any provisions of its articles of incorporation or bylaws, or any Applicable Law; or (ii) violate, or result in any breach of, or constitute any default under, any agreement or instrument to which it is a party or by which it or any of its properties may be bound or affected;has (g) The FERC Authorizations, Owner Approvals, Municipal Owner Approvals, and the AC Upgrade Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary to commence construction of and operate the NECEC Transmission Line; (i) Owner has acquired all required real property rights necessary informed in writing its senior lien Lender(s) for construction the Project of this Second Amendment and operation of the NECEC Transmission Line, and the interconnection of the NECEC Transmission Line with (A) the Québec Line (other than real property rights to be held by TransÉnergie) and (B) the Delivery Point, in full and final form with all options or contingencies having been exercised as set forth in Attachment I; related attachments and (h) Owner is in compliance with all Applicable Laws, except as to its/their execution hereof, no additional consent, acknowledgement, or other written agreement is necessary or required by such non-compliance as could not reasonably be expected Lender(s) relating to have a Material Adverse Effect on Owner. Owner has not received any written notice that it is under investigation with respect to a violation the execution and implementation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Ownerthis Second Amendment.