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

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner 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) Purchaser is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Purchaser, and Purchaser 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) Purchaser 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 Purchaser; (c) Assuming due authorization, execution and delivery by Owner, this Agreement constitutes Purchaser’s legal, valid and binding obligation enforceable against Purchaser 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 Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect to Purchaser has occurred or is continuing that would constitute a Purchaser Default, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Purchaser does not and will not (i) violate any provisions of its certificate 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) To the best of Purchaser’s knowledge, the Canadian Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; and (h) Purchaser is in compliance with all Applicable Laws, except such noncompliance as could not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser 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 Purchaser.

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner that all of the statements in this Section 21.2 are true and correct Seller that, 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 datehereof: (a) Purchaser is duly organizedno proceedings are pending against it or to its knowledge, validly existingthreatened against it, and in good standing under the laws of the State of Delaware and is qualified to do business in each case before any relevant, federal, state or other jurisdiction where governmental department, agency, institution, authority, regulatory body, court or tribunal, foreign or domestic (and including arbitral bodies whether governmental, private or otherwise) that, in the failure aggregate, will adversely affect any action taken or to so qualify would have a Material Adverse Effect on Purchaser, and Purchaser has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations be taken by it under this Agreement; (b) without characterizing the Transferred Rights as a “security” within the meaning of applicable security laws, it is not purchasing the Transferred Rights with a view towards the sale or distribution thereof in violation of the Securities Act; provided, however, that Purchaser has all requisite corporate power and authority necessary to authorize may resell 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 PurchaserTransferred Rights if such resale is otherwise in compliance with Section 14(b) hereof; (c) Assuming due authorizationit: (i) is a sophisticated entity with respect to the purchase of the Transferred Rights; (ii) is able to bear the economic risk associated with the purchase of the Transferred Rights; (iii) has adequate information concerning the business and financial condition of each of the Debtors in respect of the Transferred Rights and the status of the Proceedings to make an informed decision regarding the purchase of the Transferred Rights; (iv) has such knowledge and experience, execution and delivery by Ownerhas made investments of a similar nature, so as to be aware of the risks and uncertainties inherent in the purchase of rights and assumption of liabilities of the type contemplated in this Agreement constitutes PurchaserAgreement; and (v) has independently and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Purchaser has relied upon Seller’s legalexpress representations, valid warranties, covenants and binding obligation enforceable against indemnities in this Agreement. Purchaser in accordance with its termsacknowledges that Seller has not given it any investment advice, subject to applicable bankruptcycredit information, insolvency, reorganization and other laws or opinion on whether the purchase 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)the Transferred Rights is prudent; (d) No legal proceeding is pending orexcept as otherwise provided in this Agreement, it has not relied and will not rely on Seller to its knowledgefurnish or make available any documents or other information regarding the credits, threatened against Purchaser affairs, financial condition, or business of any Debtor, or any of its Affiliates that could have a Material Adverse Effect on Purchaserother matter concerning any Debtor; (e) No event with respect to Purchaser has occurred no broker, finder, agent or is continuing that would constitute a Purchaser Default, and no Purchaser Default will occur as a result other entity under the authority of Purchaser entering into is entitled to any commission or performing its obligations under this Agreementother fee in connection with the transactions contemplated hereby for which Seller could be responsible; (f) The execution, delivery and performance no interest in the Transferred Rights is being sold by or on behalf of this Agreement by Purchaser does not and will not (i) violate any provisions of its certificate of incorporation one or bylaws, or any Applicable Lawmore Benefit Plans; 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;and (g) To the best of Purchaser’s knowledge, the Canadian Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line other than expressly provided in a manner consistent with Attachment A and this Agreement; and (h) Purchaser is in compliance with all Applicable Laws, except such noncompliance as could not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser 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 acquiring the Transferred Rights on Purchaseran “as is” and “where is” basis.

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner that all of the statements in this Section 21.2 22.2 are true and correct as of the Execution Date (unless another date is expressly indicated) and and, except for the statement in Section 22.2(h), 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) Purchaser is duly organized, validly existing, and in good standing under the laws of in the State of Delaware and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Purchaser, and Purchaser 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) Purchaser 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 Purchaser; (c) Assuming due authorization, execution and delivery by Owner, this Agreement constitutes Purchaser’s legal, valid and binding obligation enforceable against Purchaser 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 Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect to Purchaser has occurred or is continuing that would constitute a Purchaser Default, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Purchaser does not and will not (i) violate any provisions of its certificate 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) No actions, Consents, notifications, waivers, orders and filings are necessary with respect to the execution, delivery and performance of this Agreement by Purchaser; and (h) To the best of Purchaser’s knowledge, the Canadian Approvals and the Operational Approvals constitute all of the actions, Consents, notifications, waivers, orders, orders and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; andA. (hi) Purchaser is in compliance with all Applicable Laws, except such noncompliance as could not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser 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 Purchaser.

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants Guarantors represent and warrant to Owner 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 dateBT that: (a) Each of Purchaser and Guarantors is a corporation duly organized, validly existing, existing and in good standing under the laws of the State its jurisdiction of Delaware incorporation and is duly qualified to do transact business and is in good standing in each other jurisdiction where in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualify qualified or to be in good standing, considering all such cases in the aggregate, would not have a Material Adverse Effect material adverse effect on Purchaser, and Purchaser has all requisite power and authority to conduct its the business, own its properties, financial position or results of operations of each of Purchaser and to executeGuarantors and all of their respective subsidiaries and affiliates, deliver, and perform its obligations under this Agreement; (b) Purchaser 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 Purchaser;taken as a whole. (c) Assuming due authorizationThe Tender Offer and Consent Solicitation Material complies in all material respects with the applicable requirements of the Securities Exchange Act of 1934, execution as amended, and delivery the rules and regulations promulgated by Ownerthe Commission thereunder (collectively, this Agreement constitutes Purchaser’s legalthe "Exchange Act") and the Trust Indenture Act of 1939, valid as amended (the "TIA"), and binding obligation enforceable against in each case the rules and regulations of the Commission. The Tender Offer and Consent Solicitation Material do not contain and will not contain any untrue statement of a material fact and do not omit or will not omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with respect to any statements contained in, or any matter omitted from, the Tender Offer and Consent Solicitation Material in reliance upon and in conformity with written information furnished or confirmed in writing by BT to Purchaser expressly for use therein. In connection with the Tender Offer and Solicitation, Purchaser and Guarantors have complied, and will continue to comply, in accordance all material respects with its terms, subject to the applicable bankruptcy, insolvency, reorganization and other laws provisions 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);the Exchange Act. (d) No legal proceeding is pending orPurchaser and Guarantors will file, as required, any and all necessary amendments or supplements to its knowledgeany documents, threatened against Purchaser if any, filed with the Commission or any Other Agency relating to the Tender Offer and Solicitation and will promptly furnish to BT true and complete copies of its Affiliates that could have a Material Adverse Effect on Purchaser;each such amendment and supplement upon the filing thereof. (e) No event with respect The Tender Offer and Solicitation (including any related borrowings by Purchaser, Guarantors or any of their respective subsidiaries or affiliates), the purchase by Purchaser of Notes pursuant to the Tender Offer, the payment by Purchaser has occurred or is continuing that would constitute a Purchaser Defaultfor Consents pursuant to the Solicitation, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The the execution, delivery and performance of this Agreement by Purchaser does and Guarantors comply and will comply in all material respects with all material applicable requirements of federal, state, local and foreign law, including, without limitation, any material applicable regulations of the Commission and Other Agencies and all material applicable judgments, orders or decrees except for such failures to comply which would not materially adversely affect the ability of Purchaser and Guarantors to execute, deliver and perform this Agreement or to commence and consummate the Tender Offer and Solicitation substantially in accordance with their terms; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, the Commission or any Other Agency is required under such laws in connection with the execu- 7 -7- tion, delivery and performance of this Agreement by Purchaser and Guarantors, the making or consummation by Purchaser of the Tender Offer and Solicitation or the consummation by Purchaser and Guarantors of the other transactions contemplated by this Agreement or the Offer to Purchase, except where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of Purchaser and Guarantors to execute, deliver and perform this Agreement or to commence and consummate the Tender Offer and Solicitation substantially in accordance with their terms. All such required consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings with and notices to the Commission and the Other Agencies will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to the purchase of the Notes pursuant to the Tender Offer and the payment for Consents pursuant to the Solicitation except those which would not materially adversely affect the ability of Purchaser and Guarantors to execute, deliver and perform this Agreement or to commence and consummate the Tender Offer and Solicitation substantially in accordance with their terms. (f) The Tender Offer and Solicitation (including any related borrowings by Purchaser, Guarantors or any of their respective subsidiaries or affiliates), the purchase of Notes by Purchaser pursuant to the Tender Offer, the payment by Purchaser for Consents pursuant to the Solicitation and the execution, delivery and performance of this Agreement by Purchaser and Guarantors do not and will not (assuming satisfaction of each condition set forth in the Tender Offer and Consent Solicitation Material by the time required therein) (i) violate conflict with or result in a violation of any of the provisions of its the certificate of incorporation or bylawsby-laws of Purchaser and Guarantors, or any Applicable Law; or (ii) violateconflict with or violate in any material respect any material law, rule, regulation, order, judgment or decree applicable to Purchaser or Guarantors or by which any material property or material asset of Purchaser, Guarantors or any of their respective subsidiaries is or would reasonably be likely to be bound or (iii) result in a breach of any breach of the material terms or provisions of, or constitute any a default (with or without due notice and/or lapse of time) under, any material loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which it Purchaser, Guarantors or any of their respective subsidiaries is a party or by which it any of them or any of its their respective properties may or assets is or would reasonably be likely to be bound except, in the 8 -8- case of (ii) and (iii) above, where such conflict, violation, breach or affected;default would not materially adversely affect the ability of Purchaser and Guarantors to execute, deliver and perform this Agreement or to commence and consummate the Tender Offer and Solicitation substantially in accordance with their terms. (g) To No stop order, restraining order or denial of an application for approval has been issued and no investigation, proceeding or litigation has been commenced or, to the best of Purchaser’s 's or Guarantors' knowledge, threatened in writing before the Canadian Approvals constitute all Commission or any Other Agency with respect to the making or consummation of the ConsentsTender Offer or Solicitation (including the obtaining or use of funds to purchase Notes or to pay for Consents pursuant thereto) or the consummation of the other transactions contemplated by this Agreement or the Offer to Purchase or with respect to the ownership of the Notes by Purchaser, notifications, waivers, orders, and filings that are necessary for TransÉnergie to commence construction Caterair or any of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; andtheir respective subsidiaries or affiliates. (h) Each of Purchaser and Guarantors is in compliance with all Applicable Lawsnot, except such noncompliance nor will be as could not reasonably be expected to have a Material Adverse Effect on Purchaser. result of the purchase by Purchaser has not received any written notice of Notes that it may become obligated to purchase pursuant to the terms of the Tender Offer, an "investment company" under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. (i) Each of the representations and warranties set forth in this Agreement will be true and correct on and as of the date on which the Tender Offer and Solicitation are commenced, on and as of the date on which any Tender Offer and Consent Solicitation Material is under investigation with respect first distributed to a violation holders of Notes, and on and as of the date on which any Applicable Law that could reasonably be expected Notes are purchased pursuant to have a Material Adverse Effect on Purchaserthe Tender Offer or payment is made for Consents pursuant to the Solicitation.

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner 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 dateyou that: (a) Purchaser is a corporation duly organized, validly existing, existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and is duly qualified to do transact business and is in good standing (to the extent such concepts are recognized in such jurisdictions) in each other jurisdiction where in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualify qualified or to be in good standing, considering all such cases in the aggregate, would not have a Material Adverse Effect material adverse effect on Purchaserthe business, properties, financial position or results of operations of Purchaser and all of its subsidiaries and affiliates taken as a whole, as the case may be. b) Purchaser has all requisite full corporate power and authority to conduct its business, own its properties, take and to execute, deliver, and perform its obligations under this Agreement; (b) Purchaser has duly taken all requisite necessary corporate power and authority necessary action to authorize (i) the execution Tender Offer and the Solicitation and the other transactions contemplated by this Agreement or the Tender Offer and Consent Solicitation Material (including any related borrowings by Purchaser or any of its subsidiaries or affiliates), (ii) the purchase by Purchaser of the Bonds pursuant to the Tender Offer and the payment by Purchaser for Consents pursuant to the Solicitation and (iii) the execution, delivery and performance of this Agreement and the performance of its obligations hereunder, Supplemental Indenture and to consummate the transactions contemplated herebyall related agreements by Purchaser, and this Agreement has been duly executed and delivered by Purchaser; (c) Assuming on behalf of Purchaser and, assuming due authorization, execution and delivery by Owner, of this Agreement constitutes Purchaser’s by you, is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable except that the enforceability hereof may be limited by (x) bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting creditors’ ' rights generally and to (y) general principles of equity equity. When executed and delivered, the Supplemental Indenture will conform to the description thereof contained in the Statement, and the Supplemental Indenture will constitute valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, except that the enforceability thereof may be limited by (regardless x) bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of whether considered equity. The Supplemental Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated by the Commission thereunder, applicable to an indenture which is qualified thereunder. c) The Tender Offer and Consent Solicitation Material complies or will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder (collectively, the "Exchange Act"). The Tender Offer and Consent Solicitation Material does not, and as of the date of payment of the Consent Payments, will not, contain any untrue statement of a proceeding material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in equity light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with respect to any statements contained in, or at law);any matter omitted from the Tender Offer and Consent Solicitation Material in reliance upon and in conformity with information pertaining to you furnished or confirmed in writing by you to Purchaser expressly for use therein. All documents incorporated by reference in the Tender Offer and Consent Solicitation Material, as of the dates filed with the Commission conformed or will conform, as the case may be, in all material respects to the requirements of the Exchange Act and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. The financial statements incorporated by reference in the Tender Offer and Consent Solicitation Material present fairly in all material respects the financial position of Purchaser and its consolidated subsidiaries in conformity with generally accepted accounting principles in the United States applied on a consistent basis as of the dates indicated and the results of their operations and their cash flows for the periods specified. (d) No legal proceeding is pending orIn connection with the Solicitation, Purchaser has complied, and will continue to its knowledgecomply, threatened against in all material respects with the applicable provisions of the Exchange Act. e) Purchaser will file, if required, any and all necessary amendments or supplements to the documents filed with the Commission or Other Agencies or published or distributed to the holders of the Bonds relating to the Tender Offer and the Solicitation and the other transactions contemplated by this Agreement or the Consent Solicitation Material and will promptly furnish to you true and complete copies of each such amendment and supplement upon the filing thereof. f) The Tender Offer, the Solicitation and the other transactions contemplated by this Agreement or the Tender Offer and Consent Solicitation Material (including any related borrowings by Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect subsidiaries or affiliates), the purchase by Purchaser of Bonds pursuant to the Tender Offer, the payment by Purchaser has occurred or is continuing that would constitute a Purchaser Defaultfor Consents pursuant to the Solicitation, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The the execution, delivery and performance of this Agreement and the Supplemental Indenture and all related agreements by Purchaser does by Purchaser, comply and will comply in all material respects with all applicable requirements of Federal, state, local and foreign law, including, without limitation, any applicable regulations of the Commission and Other Agencies, and all applicable judgments, orders or decrees; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, the Commission or any Other Agency is required in connection with the execution, delivery and performance of this Agreement, the Supplemental Indenture or any related agreement by Purchaser, the making or consummation by Purchaser of the Tender Offer and the Solicitation or the consummation of the other transactions contemplated by this Agreement or the Statement, except where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of Purchaser to execute, deliver and perform this Agreement, the Supplemental Indenture or any such related agreement or to commence and consummate the Tender Offer and Solicitation and such other transactions in accordance with their respective terms. All such required consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings with and notices to the Commission and the Other Agencies will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to the purchase by Purchaser of the Bonds pursuant to the Tender Offer and the payment by Purchaser for Consents pursuant to the Solicitation. g) The Tender Offer and the Solicitation and the other transactions contemplated by this Agreement or the Tender Offer and Consent Solicitation Material (including any related borrowings by Purchaser or any of its subsidiaries or affiliates), the purchase of Bonds by Purchaser pursuant to the Tender Offer and the payment by Purchaser for Consents pursuant to the Solicitation, and the execution, delivery and performance of this Agreement, the Supplemental Indenture and all related agreements by Purchaser, do not and will not (i) violate conflict with or result in a violation of any of the provisions of its the certificate of incorporation or bylaws, by-laws (or similar organizational documents) of Purchaser or any Applicable Law; or of its subsidiaries, (ii) violateconflict with or violate in any material respect any law, rule, regulation, order, judgment or decree applicable to Purchaser or any of its subsidiaries or by which any property or asset of Purchaser or any of its subsidiaries is or may be bound or (iii) result in a breach of any breach of the material terms or provisions of, or constitute any a default (with or without due notice, lapse of time or both) under, the Indenture or any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which it Purchaser or any of its subsidiaries is a party or by which it any of them or any of their respective properties or assets is or may be bound. h) No stop order, restraining order or denial of an application for approval has been issued and no investigation, proceeding or litigation has been commenced or, to Purchaser's knowledge, after due inquiry, threatened before the Commission or any Other Agency with respect to the making or consummation of the Tender Offer and the Solicitation (including the obtaining or use of funds to purchase Bonds or to pay for Consents pursuant thereto) or the consummation of the other transactions contemplated by this Agreement or the Statement or with respect to the ownership of the Bonds by Purchaser or any of its properties may subsidiaries or affiliates. i) Purchaser has no knowledge of any material fact or information concerning Purchaser or any of its subsidiaries, or the operations, assets, condition (financial or otherwise) or prospects of Purchaser or any of its subsidiaries, that is required to be bound made generally available to the public and that has not been, or affected;is not being, or will not be, made generally available to the public through the Tender Offer and Consent Solicitation Material or otherwise. (gj) To Since the best date of the latest audited financial statements of Purchaser’s knowledge, the Canadian Approvals constitute all of the Consentsthere has been no material adverse change, notifications, waivers, orders, and filings nor any development or event that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; and (h) Purchaser is in compliance with all Applicable Laws, except such noncompliance as could not would reasonably be expected to have result in a Material Adverse Effect on Purchaser. material adverse change, in the operations, assets, condition (financial or otherwise) or prospects of Purchaser has not received or any written notice of its subsidiaries. k) Purchaser is not, nor will be as a result of the purchase by Purchaser of Bonds that it may become obligated to purchase pursuant to the terms of the Tender Offer, an "investment company" under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. l) Each of the representations and warranties set forth in this Agreement will be true and correct on and as of the date on which the Tender Offer and Solicitation is under investigation with respect commenced and on and as of the date on which any Bonds are purchased or Consent Solicitation is commenced and on and as of the date on which any Consent Solicitation Material is first distributed to a violation holders of the Securities and through the last date on which any Applicable Law that could reasonably be expected Consents are paid for pursuant to have a Material Adverse Effect on Purchaserthe Tender Offer and the Solicitation.

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner 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 dateyou that: (a1) Purchaser is a corporation duly organized, validly existing, existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and is duly qualified to do transact business and is in good standing in each other jurisdiction where in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualify qualified or to be in good standing, considering all such cases in the aggregate, would not have a Material Adverse Effect material adverse effect on Purchaserthe business, properties, financial position or results of operations of Purchaser and all of its subsidiaries and affiliates taken as a whole. (2) Each of Purchaser and, as applicable, the Falcon Guarantors that is incorporated in one of the United States of America, has all requisite full corporate power and authority to conduct its business, own its properties, take and to execute, deliver, and perform its obligations under this Agreement; (b) Purchaser has duly taken all requisite necessary corporate power and authority necessary action to authorize (i) the execution Tender Offers and delivery Solicitations, (ii) the purchase by Purchaser of this Agreement Notes pursuant to the Tender Offers and the payment by Purchaser for Consents pursuant to the Solicitations and (iii) the execution, delivery and performance of its obligations hereunder, and to consummate each of the transactions contemplated hereby, Supplemental Indentures and this Agreement has been been, and when executed and delivered by Purchaser and the Falcon Guarantors, if applicable, and the relevant Trustee, each of the Supplemental Indentures will be, duly executed and delivered by Purchaser; (c) Assuming on behalf of Purchaser and, if applicable, the Falcon Guarantors, and, assuming due authorization, execution and delivery by Ownerof each of the Indentures, the Supplemental Indentures and this Agreement constitutes Purchaser’s by each of the other parties thereto is, or in the case of the Supplemental Indentures will be, a legal, valid and binding obligation of Purchaser and, if applicable, Falcon Guarantors, enforceable against Purchaser and, if applicable, the Falcon Guarantors, in accordance with its terms, subject to applicable except that the enforceability hereof may be limited by (x) bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting creditors’ ' rights generally and to (y) general principles of equity equity. As of the Consent Date (regardless of whether considered as defined in a proceeding in equity the offer to Purchase), R & B Falcon will have full corporate power and authority to take and will have duly taken all necessary corporate action to authorize any borrowings or at law);financings related to the Tender Offers and Solicitations. (d3) No legal proceeding The Tender Offer and Consent Solicitation Material complies or will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder (collectively, the "Exchange Act"). The Tender Offer and Consent Solicitation Material does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not mis- leading; provided, however, that no representation is pending ormade with respect to any statements contained in, or any matter omitted from the Tender Offer and Consent Solicitation Material in reliance upon and in conformity with information furnished or confirmed in writing by you to its knowledgePurchaser expressly for use therein. In connection with the Tender Offers and Solicitations, threatened against Purchaser has complied, and will continue to comply, with the applicable provisions of the Exchange Act, including without limitation, Sections 10 and 14 and Rules 10b-5, 14e-1 and 14e-3 thereunder. (4) Purchaser will file, if required, any and all necessary amendments or supplements to the documents, if any, filed with the Commission or Other Agency relating to the Tender Offers and Solicitations and will promptly furnish to you true and complete copies of each such amendment and supplement upon the filing thereof. (5) The Tender Offers and Solicitations (including any related borrowings or financings by Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect subsidiaries or affiliates), the purchase by Purchaser of Notes pursuant to Purchaser has occurred or is continuing that would constitute a Purchaser Defaultthe Tender Offers, the payment for Consents pursuant to the Solicitations, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The the execution, delivery and performance of each of the Supplemental Indentures and this Agreement by Purchaser, and, if applicable, the Falcon Guarantors, comply and will comply in all material respects with all applicable requirements of federal, state, local and foreign law, including, without limitation, any applicable regulations of the Commission and Other Agencies, and all applicable judgments, orders or decrees; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, the Commission or any Other Agency is required in connection with the execution, delivery and performance of each of the Supplemental Indentures and this Agreement by Purchaser does and, if applicable, the Falcon Guarantors, the making or consummation by Purchaser of the Tender Offers and Solicitations or the consummation of the other transactions contemplated by this Agreement or the Offer to Purchase, except where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of Purchaser and, if applicable, the Falcon Guarantors, to execute, deliver and perform each of the Supplemental Indentures and this Agreement or to commence and consummate the Tender Offers and Solicitations in accordance with their terms. All such required consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings with and notices to the Commission and the Other Agencies will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to the purchase of the Notes pursuant to the Tender Offers and the payment for Consents pursuant to the Solicitations. (6) The Tender Offers and Solicitations (including any related borrowings or financings by Purchaser or any of its subsidiaries or affiliates), the purchase of Notes by Purchaser pursuant to the Tender Offers and the payment for Consents pursuant to the Solicitations, and the execution, delivery and performance of each of the Supplemental Indentures and this Agreement by Purchaser, and, if applicable, the Falcon Guarantors, do not and will not (i) violate conflict with or result in a violation of any of the provisions of its the certificate of incorporation or bylawsby-laws (or similar organizational documents) of Purchaser and the Falcon Guarantors, or any Applicable Law; or (ii) violateconflict with or violate in any material respect any law, rule, regulation, order, judgment or decree applicable to Purchaser or any of its subsidiaries or by which any property or asset of Purchaser or any of its subsidiaries is or may be bound or (iii) result in a breach of any breach of the material terms or provisions of, or constitute any a default (with or without due notice and/or lapse of time) under, any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which it Purchaser or any of its subsidiaries is a party or by which it any of them or any of their respective properties or assets is or may be bound. (7) Except as expressly disclosed in the Tender Offer and Consent Solicitation Material, no stop order, restraining order or denial of an application for approval has been issued and no investigation, proceeding or litigation has been commenced or, to the best of Purchaser's knowledge, threatened before the Commission or any Other Agency with respect to the making or consummation of the Tender Offers and Solicitations (including the obtaining or use of funds to purchase Notes or to pay for Consents pursuant thereto) or the consummation of the other transactions contemplated by this Agreement or the Offer to Purchase or with respect to the ownership of Notes by Purchaser or any of its properties may be bound subsidiaries or affected;affiliates. (g8) Purchaser has no knowledge of any material fact or information concerning Purchaser or any of its subsidiaries, or the operations, assets, condition (financial or otherwise) To or prospects of Purchaser or any of its subsidiaries, which is required to be made generally available to the best of Purchaser’s knowledgepublic and which has not been, or is not being, or will not be, made generally available to the Canadian Approvals constitute all of public through the Consents, notifications, waivers, orders, Tender Offer and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; andConsent Solicitation Material or otherwise. (h9) Purchaser is in compliance with all Applicable Lawsnot, except such noncompliance nor will it be as could not reasonably be expected to have a Material Adverse Effect on Purchaser. result of the purchase by Purchaser has not received any written notice of Notes that it may become obligated to purchase pursuant to the terms of the Tender Offers, an "investment company" under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. (10) Each of the representations and warranties set forth in this Agreement will be true and correct on and as of the date on which the Tender Offers and Solicitations are commenced on and as of the date any Tender Offer and Consent Solicitation Material is under investigation with respect first distributed to a violation holders of Notes and on and as of the date on which any Applicable Law that could reasonably be expected Notes are purchased and payments for Consents are made pursuant to have a Material Adverse Effect on Purchaserthe Tender Offers and Solicitations.

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner that all of the statements in this Section 21.2 22.2 are true and correct as of the Execution Date (unless another date is expressly indicated) and and, except for the statement in Section 22.2(h), will be true and correct as of the Effective Date and as of the Commercial Operation Date, but not as of any other date:: 1014917.31-D.C. Server 1A - MSW (a) Purchaser is duly organized, validly existing, and in good standing under the laws of in the State of Delaware and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Purchaser, and Purchaser 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) Purchaser 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 Purchaser; (c) Assuming due authorization, execution and delivery by Owner, this Agreement constitutes Purchaser’s 's legal, valid and binding obligation enforceable against Purchaser 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 Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect to Purchaser has occurred or is continuing that would constitute a Purchaser Default, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement by Purchaser does not and will not (i) violate any provisions of its certificate 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) To the best of Purchaser’s knowledgeNo actions, the Canadian Approvals constitute all of the Consents, notifications, waivers, ordersorders and filings are necessary with respect to the execution, delivery and performance of this Agreement by Purchaser; and (h) To the best of Purchaser's knowledge, the Canadian Approvals and the Operational Approvals constitute all of the actions, Consents, notifications, waivers, orders and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; andA. (hi) Purchaser is in compliance with all Applicable Laws, except such noncompliance as could not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser 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 Purchaser.. 1014917.31-D.C. Server 1A - MSW

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner that all each 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 dateyou that: (a) Purchaser is a corporation duly organized, validly existing, existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and is duly qualified to do transact business and is in good standing (to the extent such concepts are recognized in such jurisdictions) in each other jurisdiction where in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualify qualified or to be in good standing, considering all such cases in the aggregate, would not have a Material Adverse Effect material adverse effect on Purchaserthe business, properties, financial position or results of operations of Purchaser and all of its subsidiaries and affiliates taken as a whole, as the case may be. b) Purchaser has all requisite necessary corporate power and authority to conduct its businesstake and has duly taken all necessary corporate action to authorize (i) the Tender Offer and the Solicitation (excluding as relates to borrowings or other financings to be undertaken by Purchaser which are described in the Statement), own its properties(ii) the purchase by Purchaser of the Notes pursuant to the Tender Offer and the payment by Purchaser for Consents pursuant to the Solicitation (assuming satisfaction by you of the conditions applicable to you thereto) and (iii) the execution, delivery and to execute, deliver, and perform its obligations under performance of this Agreement; (b) Purchaser 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 Purchaser; (c) Assuming on behalf of Purchaser and, assuming due authorization, execution and delivery by Owner, of this Agreement constitutes Purchaser’s by each of you, is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable except that the enforceability hereof may be limited by (x) bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting creditors’ rights generally and to generally, (y) general principles of equity and (regardless z) limitations on the enforceability of whether considered indemnification or contribution provisions because of considerations of public policy. c) The Tender Offer and Consent Solicitation Material complies or will comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder, and the Tender Offer and Consent Solicitation Material does not and will not contain any untrue statement of a proceeding material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in equity light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with respect to any statements contained in or at law);any matter omitted from the Tender Offer and Consent Solicitation Material in reliance upon and in conformity with information furnished or confirmed in writing by you to Purchaser expressly for use therein. (d) No legal proceeding is pending orPurchaser will file, if required, any and all necessary amendments or supplements to its knowledgethe documents filed with the Commission or Other Agencies relating to the Tender Offer and Solicitation and will promptly furnish to each of you true and complete copies of each such amendment and supplement upon the filing thereof. e) Except as set forth in the Tender Offer and Consent Solicitation Material, threatened against the Tender Offer and the Solicitation (including any related borrowings by Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect subsidiaries or affiliates), the purchase by Purchaser of Notes pursuant to the Tender Offer, the payment by Purchaser has occurred or is continuing that would constitute a Purchaser Defaultfor Consents pursuant to the Solicitation, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The the execution, delivery and performance of this Agreement by Purchaser, comply and will comply in all material respects with all applicable requirements of Federal, state, local and foreign law, including, without limitation, any applicable regulations of the Commission and Other Agencies, and all applicable judgments, orders or decrees; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, the Commission or any Other Agency is required in connection with the execution, delivery and performance of this Agreement by Purchaser, the making or consummation by Purchaser does of the Tender Offer and the Solicitation or the consummation of the other transactions contemplated by this Agreement or the Statement, except where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of Purchaser to execute, deliver and perform this Agreement or to commence and consummate the Tender Offer and Solicitation in accordance with its terms. All such required consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings with and notices to the Commission and the Other Agencies will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to the purchase by Purchaser of the Notes pursuant to the Tender Offer and the payment by Purchaser for Consents pursuant to the Solicitation. f) The Tender Offer and the Solicitation (including any related borrowings by Purchaser or any of its subsidiaries or affiliates), the purchase of Notes by Purchaser pursuant to the Tender Offer and the payment by Purchaser for Consents pursuant to the Solicitation, and the execution, delivery and performance of this Agreement by Purchaser, do not and will not (i) violate conflict with or result in a violation of any of the provisions of its the certificate of incorporation or bylaws, by-laws (or similar organizational documents) of Purchaser or any Applicable Law; or of its subsidiaries, (ii) violateconflict with or violate in any material respect any law, rule, regulation, order, judgment or decree applicable to Purchaser or any of its subsidiaries or by which any property or asset of Purchaser or any of its subsidiaries is or may be bound or (iii) result in a breach of any breach of the material terms or provisions of, or constitute any a default (with or without due notice and/or lapse of time) under, any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which it Purchaser or any of its subsidiaries is a party or by which it any of them or any of their respective properties or assets is or may be bound. g) No stop order, restraining order or denial of an application for approval has been issued and no investigation, proceeding or litigation has been commenced or, to Purchaser’s knowledge, after due inquiry, threatened before the Commission or any Other Agency with respect to the making or consummation of the Tender Offer and the Solicitation (including the obtaining or use of funds to purchase Notes or to pay for Consents pursuant thereto) or the consummation of the other transactions contemplated by this Agreement or the Statement or with respect to the ownership of the Notes by Purchaser or any of its properties may be bound subsidiaries or affected;affiliates. (g) To the best of Purchaser’s knowledge, the Canadian Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; and (h) Purchaser has no knowledge of any material fact or information concerning Purchaser or any of its subsidiaries, or the operations, assets, condition (financial or otherwise) or prospects of Purchaser or any of its subsidiaries, that is in compliance with all Applicable Laws, except such noncompliance as could not reasonably required to be expected made generally available to have a Material Adverse Effect on Purchaser. Purchaser the public and that has not received any written notice been, or is not being, or will not be, made generally available to the public through the Tender Offer and Consent Solicitation Material or otherwise. i) Purchaser is not, nor will be as a result of the purchase by Purchaser of Notes that it may become obligated to purchase pursuant to the terms of the Tender Offer, an “investment company” under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. j) Each of the representations and warranties set forth in this Agreement will be true and correct on and as of the date on which the Tender Offer and Solicitation is under investigation with respect commenced and on and as of the date on which any Notes are purchased or Consents are paid for pursuant to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Purchaserthe Tender Offer and the Solicitation.

Additional Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Owner that all of the statements in this Section 21.2 are true Seller and correct as of the Execution Date (unless another date is expressly indicated) to Seller's successors and will be true and correct assigns as of the Effective Date and as of the Commercial Operation Date, but not as of any other datethat: (a) Purchaser is duly organizedentitled to receive any payments and distributions to be made to it hereunder without the withholding of any tax; and will furnish to Seller such forms, validly existingcertifications, statements and in good standing under other documents as Seller may request from time to time to evidence Purchaser's exemption from the withholding of any tax imposed by any jurisdiction or to enable Seller to comply with any applicable laws of the State of Delaware and is qualified to do business in each other jurisdiction where the failure to so qualify would have a Material Adverse Effect on Purchaser, and Purchaser has all requisite power and authority to conduct its business, own its properties, and to execute, deliver, and perform its obligations under this Agreement;or regulations relating thereto; and (b) Purchaser acknowledges that it is a sophisticated investor engaged in the business of assessing and assuming investment risks with respect to securities, including the Note Rights Offering Securities. Purchaser understands and acknowledges that Seller may possess MNPI regarding the Debtors that is not known to such Purchaser that may impact the value of such securities, and further acknowledges that to the extent Seller may possess MNPI it is not disclosing such MNPI to Purchaser. Purchaser understands, based on its experience, the disadvantage to which such Purchaser may be subject due to the potential disparity of information between Purchaser and Seller with respect to the Note Rights Offering Securities. Notwithstanding such disparity, Purchaser has all requisite corporate power and authority necessary deemed it appropriate to authorize the execution and delivery of enter into this Agreement and the performance of its obligations hereunder, and to consummate the transactions contemplated herebydescribed herein. Purchaser agrees that Seller shall have no liability to Purchaser due to or in connection with the Seller's use or non-disclosure of MNPI, and Purchaser hereby irrevocably waives any claim that it might have based on the failure of Seller to disclose MNPI. Purchaser acknowledges to Seller that Seller is entering into this Agreement has been duly executed and delivered by Purchaser; (c) Assuming due authorization, execution and delivery by Owner, this Agreement constitutes Purchaser’s legal, valid and binding obligation enforceable against Purchaser 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 Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect to Purchaser has occurred or is continuing that would constitute a Purchaser Default, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The execution, delivery and performance of this Agreement reliance upon the representations by Purchaser does not and will not (i) violate any provisions of its certificate of incorporation or bylaws, or any Applicable Law; or (ii) violate, or result set forth 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) To the best of Purchaser’s knowledge, the Canadian Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; and (h) Purchaser is in compliance with all Applicable Laws, except such noncompliance as could not reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser 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 PurchaserSection 7(b).

Additional Representations and Warranties of Purchaser. Purchaser hereby ------------------------------------------------------ represents and warrants to Owner 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 dateyou that: (a) Purchaser is a corporation duly organized, validly existing, existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and is duly qualified to do transact business and is in good standing in each other jurisdiction where in which the conduct of its businesses or the ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualify qualified or to be in good standing, considering all such cases in the aggregate, would not have a Material Adverse Effect material adverse effect on Purchaserthe business, properties, financial position or results of operations of Purchaser and all of its subsidiaries and affiliates taken as a whole, as the case may be. b) Purchaser has all requisite full corporate power and authority to conduct take and has duly taken all necessary corporate action to authorize (i) the Tender Offer (including any related borrowings by Purchaser or any of its businesssubsidiaries or affiliates), own its properties(ii) the purchase by Purchaser of the Bonds pursuant to the Tender Offer and (iii) the execution, delivery and to execute, deliver, and perform its obligations under performance of this Agreement; (b) Purchaser 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 Purchaser; (c) Assuming on behalf of Purchaser and, assuming due authorization, execution and delivery by Owner, of this Agreement constitutes Purchaser’s by you, is a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to applicable except that the enforceability hereof may be limited by (x) bankruptcy, insolvency, reorganization reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting creditors’ ' rights generally and to (y) general principles of equity equity. c) Purchaser has duly filed or will have duly filed on the date of the commencement of the Tender Offer the Schedule pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (regardless collectively, the "Exchange Act"). The Tender Offer Material complies or will comply in all material respects with the applicable provisions of whether considered the Exchange Act, and the Tender Offer Material does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in a proceeding light of the circumstances under which they are made, not misleading; provided, however, that no representation is made with -------- ------- respect to any statements contained in, or any matter omitted from the Tender Offer Material in equity reliance upon and in conformity with information furnished or at law);confirmed in writing by you to Purchaser expressly for use therein. (d) No legal proceeding is pending orPurchaser will file, if required, any and all necessary amendments or supplements to its knowledge, threatened against the Schedule and any other documents filed with the Commission or Other Agencies relating to the Tender Offer and will promptly furnish to you true and complete copies of each such amendment and supplement upon the filing thereof. e) The Tender Offer (including any related borrowings by Purchaser or any of its Affiliates that could have a Material Adverse Effect on Purchaser; (e) No event with respect subsidiaries or affiliates), the purchase by Purchaser of Bonds pursuant to Purchaser has occurred or is continuing that would constitute a Purchaser Defaultthe Tender Offer, and no Purchaser Default will occur as a result of Purchaser entering into or performing its obligations under this Agreement; (f) The the execution, delivery and performance of this Agreement by Purchaser, comply and will comply in all material respects with all applicable requirements of federal, state, local and foreign law, including, without limitation, any applicable regulations of the Commission and Other Agencies, and all applicable judgments, orders or decrees; and no consent, authorization, approval, order, exemption, registration, qualification or other action of, or filing with or notice to, the Commission or any Other Agency, except for the filing of the Schedule, is required in connection with the execution, delivery and performance of this Agreement by Purchaser, the making or consummation by Purchaser does of the Tender Offer or the consummation of the other transactions contemplated by this Agreement or the Offer to Purchase, except where the failure to obtain or make such consent, authorization, approval, order, exemption, registration, qualification or other action or filing or notification would not materially adversely affect the ability of Purchaser to execute, deliver and perform this Agreement or to commence and consummate the Tender Offer in accordance with its terms. All such required consents, authorizations, approvals, orders, exemptions, registrations, qualifications and other actions of and filings with and notices to the Commission and the Other Agencies will have been obtained, taken or made, as the case may be, and all statutory or regulatory waiting periods will have elapsed, prior to the purchase of the Bonds pursuant to the Tender Offer, except for the filing of an amendment to the Schedule disclosing the results of the Tender Offer after its expiration. f) The Tender Offer (including any related borrowings by Purchaser or any of its subsidiaries or affiliates), the purchase of Bonds by Purchaser pursuant to the Tender Offer, and the execution, delivery and performance of this Agreement by Purchaser, do not and will not (i) violate conflict with or result in a violation of any of the provisions of its the certificate of incorporation or bylawsby-laws (or similar organizational documents) of Purchaser, or any Applicable Law; or (ii) violateconflict with or violate in any material respect any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any property or asset of Purchaser or any of its subsidiaries is bound or (iii) result in a breach of any breach of the material terms or provisions of, or constitute any a default (with or without due notice and/or lapse of time) under, any loan or credit agreement, indenture, mortgage, note or other agreement or instrument to which it Purchaser or any of its subsidiaries is a party or by which it any of them or any of their respective properties or assets is be bound. g) No stop order, restraining order or denial of an application for approval has been issued and no investigation, proceeding or litigation has been commenced or, to the best of Purchaser's knowledge, after due inquiry, threatened before the Commission or any Other Agency with respect to the making or consummation of the Tender Offer (including the obtaining or use of funds to purchase Bonds pursuant thereto) or the consummation of the other transactions contemplated by this Agreement or the Offer to Purchase or with respect to the ownership of the Bonds by Purchaser or any of its properties may be bound subsidiaries or affected;affiliates. (g) To the best of Purchaser’s knowledge, the Canadian Approvals constitute all of the Consents, notifications, waivers, orders, and filings that are necessary for TransÉnergie to commence construction of and to own and operate the Québec Line in a manner consistent with Attachment A and this Agreement; and (h) Purchaser has no knowledge of any material fact or information concerning Purchaser or any of its subsidiaries, or the operations, assets, condition (financial or otherwise) of Purchaser or any of its subsidiaries, which is in compliance with all Applicable Laws, except such noncompliance as could not reasonably required to be expected made generally available to have a Material Adverse Effect on Purchaser. Purchaser the public and which has not received any written notice been, or is not being, or will not be, made generally available to the public through the Tender Offer Material or otherwise. i) Purchaser is not, nor will be as a result of the purchase by Purchaser of Bonds that it may become obligated to purchase pursuant to the terms of the Tender Offer, an "investment company" under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder. j) Each of the representations and warranties set forth in this Agreement will be true and correct on and as of the date on which the Tender Offer is under investigation with respect commenced and on and as of the date on which any Bonds are purchased pursuant to a violation of any Applicable Law that could reasonably be expected to have a Material Adverse Effect on Purchaserthe Tender Offer.