Common use of Representations and Warranties by the Corporation Clause in Contracts

Representations and Warranties by the Corporation. The Corporation represents and warrants as follows: (a) The Corporation is a corporation duly incorporated and in good standing under the laws of the State of New York, is duly qualified and authorized to engage in business as a public utility in the State of New York, has power to enter into, execute and deliver this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note by proper corporate action and has duly authorized the execution and delivery by it of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note; (b) The execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note and the consummation of the transactions herein contemplated do not conflict with or constitute a breach of or a default under the Corporation's Certificate of Incorporation, By-Laws or any indenture, mortgage, loan agreement or other contract or instrument to which the Corporation is a party or by which it is bound or, to the best of the Corporation's knowledge, any judgment, decree, order, statute, rule or regulation applicable to the Corporation; (c) This Participation Agreement, the Tax Regulatory Agreement and the Corporation Note constitute valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, except as the right of indemnity hereunder may be limited by principles of public policy and except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors' rights or contractual obligations generally (regardless of whether enforceability is considered in a proceeding in equity or at law); (d) The issuance and delivery by the Corporation of the Corporation Note in the manner and for the purposes herein set forth have been duly authorized by the Public Service Commission of the State of New York; (e) No additional authorizations for or approvals of the execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note need be obtained by the Corporation or if any such authorization or approval is necessary it has been obtained; and (f) The representations of the Corporation set forth in the Tax Regulatory Agreement are hereby incorporated by reference as though fully set forth herein.

Representations and Warranties by the Corporation. The Corporation represents and warrants as follows: (a) The Corporation is a corporation duly incorporated and in good standing under the laws of the State of New York, is duly qualified and authorized to engage in business as a public utility in the State of New York, has power to enter into, execute and deliver this Participation Agreement, the Tax Regulatory Agreement and the Supplemental Corporation Note Indenture, and to issue and deliver the First Mortgage Bonds and by proper corporate action and has duly authorized the execution and delivery by it of this Participation Agreement, the Tax Regulatory Agreement and the Supplemental Corporation NoteIndenture and the issuance and delivery of the First Mortgage Bonds; (b) The execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Supplemental Corporation Note Indenture and the issuance and delivery of the First Mortgage Bonds and the consummation of the transactions herein contemplated do will not conflict with or constitute a breach of or a default under the Corporation's Certificate of Incorporation, Incorporation or By-Laws or any judgment, decree, order, statute, rule or regulation applicable to the Corporation or any indenture, mortgage, loan agreement or other contract or instrument to which the Corporation is a party or by which it is bound or, to the best of the Corporation's knowledge, any judgment, decree, order, statute, rule or regulation applicable to the Corporationbound; (c) This The Participation Agreement, the Tax Regulatory Agreement and the Supplemental Corporation Note Indenture have been duly executed and delivered by the Corporation and constitute valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, except as the right of indemnity hereunder may be limited by principles of public policy and except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other laws, judicial decisions or principles of equity laws relating to or affecting the enforcement of creditors' rights or contractual obligations generally (regardless or principles of whether enforceability is considered in a proceeding in equity or at law)judicial discretion; (d) The issuance and delivery of the First Mortgage Bonds by the Corporation and the execution and delivery of this Participation Agreement and the Supplemental Corporation Indenture by the Corporation Note in the manner and for the purposes herein set forth have been duly authorized by an order of the Public Service Commission of the State of New York;; and (e) No additional All necessary authorizations for or approvals of the execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Supplemental Corporation Note need be Indenture and the issuance of the First Mortgage Bonds have been obtained by the Corporation or if any such authorization or approval is necessary it has been obtained; andCorporation. (f) The representations In the event of any Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Corporation set forth Company under, and in respect of, this Participation Agreement, the Tax Regulatory Agreement are hereby incorporated by reference as though fully set forth hereinLoan Agreement, the First Mortgage Indenture and the First Mortgage Bonds shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company.

Representations and Warranties by the Corporation. The Corporation represents and warrants as follows: (a) a. The Corporation is a corporation duly incorporated organized, validly existing and in good standing under the laws of the State of New York, is duly qualified Delaware and authorized to engage in business as a public utility in has the State of New York, has full corporate power and authority and legal right to enter into, execute and deliver into this Participation Agreement, the Tax Regulatory Agreement and to perform the Corporation Note by proper corporate action and transactions contemplated hereby; b. This Agreement has been duly authorized the execution and delivery by it and duly executed and delivered by it and constitutes, and each document or instrument executed by it pursuant to the terms hereof constitutes, a valid and binding obligation of it enforceable in accordance with its terms; c. The execution, delivery and performance of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note; (b) The execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note and the a consummation of the transactions herein contemplated do hereby will not conflict with violate its organizational documents or result in a breach of, or constitute a breach of or a default under the Corporation's Certificate of Incorporationunder, By-Laws or any indenture, mortgage, loan agreement or other contract or instrument to which the Corporation it is a party or by which it or any of its properties is bound orbound; d. The Corporation has all material permits, licenses, orders and approvals of all federal, state, local and foreign governmental or regulatory bodies, or professional bodies or organizations, required of it to carry on its business as presently conducted; all such permits, licenses, orders, franchises and approvals are in full force and effect, and to the best of the Corporation's knowledge, any judgment, decree, order, statute, rule or regulation applicable to the Corporation; (c) This Participation Agreement, the Tax Regulatory Agreement and the Corporation Note constitute valid and legally binding obligations knowledge of the Corporation, enforceable against the Corporation in accordance with their respective termsafter reasonable inquiry, except as the right no suspension or cancellation of indemnity hereunder may be limited by principles any of public policy and except as enforcement may be limited by applicable bankruptcysuch permits, insolvencylicenses, moratoriumetc., reorganization or other laws, judicial decisions or principles of equity relating to or affecting the enforcement of creditors' rights or contractual obligations generally (regardless of whether enforceability is considered in a proceeding in equity or at law); (d) The issuance and delivery by the Corporation of the Corporation Note in the manner and for the purposes herein set forth have been duly authorized by the Public Service Commission of the State of New York; (e) No additional authorizations for or approvals of the execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement threatened; and the Corporation Note need be obtained by is in compliance in all material respects with all requirements, standards and procedures of the Corporation federal, state, local and foreign governmental bodies or if any professional bodies or organizations which have issued such authorization or approval is necessary it has been obtainedpermits, licenses, orders, franchises and approval; and (f) The representations e. Neither this Agreement nor any letter, certificate or other document furnished in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the Corporation set forth in the Tax Regulatory Agreement are hereby incorporated by reference as though fully set forth hereinstatements contained herein or therein not misleading.

Representations and Warranties by the Corporation. The Corporation hereby represents and warrants as followsto the Underwriter that: (a) The Corporation is a corporation nonprofit corporation, duly incorporated and in good standing validly existing under the laws of the State of New York, is duly qualified and authorized to engage in business as a public utility in the State of New York, has power to enter into, execute and deliver this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note by proper corporate action and has duly authorized the execution and delivery by it of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note;South Carolina. (b) The Corporation is authorised by the laws of the State of South Carolina to issue and sell the Series 2014 Certificates to the Underwriter as provided herein, to execute, deliver, and perform and consummate all other transactions contemplated by the Trust Agreement, the Ground Lease, the Lease, this Certificate Purchase Agreement, and any other agreements or documents as may be required to be executed, delivered, and received by the Corporation in order to carry out, give effect to, and consummate the transactions contemplated hereby (collectively, the “Corporation Documents”), the Official Statement, and the Series 2014 Certificates. (c) The Preliminary Official Statement (except for the information permitted to be omitted therefrom pursuant to the Rule) does not as of the date hereof, and the Official Statement will not as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided however, that this representation and warranty shall not apply to the information contained therein regarding DTC or the Book-Entry System, the information in the section entitled “MISCELLANEOUS – Underwriting,” and the statement of the Underwriter contained in the fourth paragraph of the inside front cover of the Preliminary Official Statement and the Official Statement. (d) The Corporation shall have prior to or simultaneously with the Closing duly authorised all necessary action to be taken by it for: (i) the issuance and sale of the Series 2014 Certificates upon the terms set forth herein, in the Trust Agreement, and in the Official Statement; (ii) the approval of the Official Statement and the signing of the Official Statement by a duly authorised officer; and (iii) the execution and delivery of the Corporation Documents and any other agreements and documents as may be required to be executed, delivered, and received by the Corporation in order to carry out, give effect to, and consummate the transactions contemplated hereby and by the Official Statement. (e) The Corporation will apply the proceeds from the sale of the Series 2014 Certificates as described in the Official Statement. (f) The Corporation Documents constitute the legal, valid, and binding obligations of the Corporation enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganisation, moratorium, or similar laws affecting creditors’ rights generally and general principles of equity. (g) The Series 2014 Certificates, when issued, delivered, and paid for as herein provided, will have been duly authorised, executed, issued, and delivered and will constitute special obligations of the Corporation, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganisation, moratorium, or similar laws affecting creditor’s rights generally and general principles of equity, and entitled to the benefits and security of the Trust Agreement. (h) The Series 2014 Certificates and the Corporation Documents conform and, in the case of the Official Statement, will conform, in all material respects to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement. (i) The Corporation has obtained or made all approvals, authorisations, consents, or order of or filings with any governmental or regulatory commission, board, body, authority, or agency required in connexion with the consummation by the Corporation of this Participation Agreementthe transactions as contemplated hereby other than any necessary qualification under the securities or “blue sky” laws of any state or other jurisdiction. (j) The Corporation (x) is not in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, or condition contained in any material indenture, resolution, mortgage, loan agreement, or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, and (y) to the best of its knowledge, the Tax Regulatory Agreement Corporation is not in violation in any material respect of any law, ordinance, governmental rule, regulation, or court decree to which it or its property or assets may be subject and has not failed to obtain any material license, permit, certificate, franchise, or other governmental authorisation or permit necessary to the performance of its obligations hereunder or under the other Corporation Documents, except for any such default, violation, or failure that would not reasonably be expected to result in a Material Adverse Effect. (k) Except as disclosed in the Preliminary Official Statement, there are no actions, suits, claims, investigations, or proceedings pending or, to the knowledge of the Corporation, threatened to which the Corporation Note and or any of its officers is a party, at law or in equity or before or by any court, public board, agency, or body which would reasonably be expected to result in a Material Adverse Effect or prevent the consummation of the transactions herein contemplated do hereby. (l) The execution, delivery, and performance (as applicable) by the Corporation of the Corporation Documents the Official Statement, the issuance of the Series 2014 Certificates, and the other documents contemplated hereby and by the Official Statement, and consummation of the transactions contemplated hereby and thereby will not conflict with with, or result in any breach of or constitute a default under (nor constitute any event which with notice, lapse of time, or both, would result in any breach of of, or constitute a default under the Corporation's Certificate of Incorporationunder), By-Laws any existing law, court or administrative regulation, decree, or order, or any license, indenture, mortgage, loan agreement bond, note, other evidence of indebtedness, or any lease, contract, or other contract or instrument agreement to which the Corporation is a party or by which it or its properties is bound or, on the Closing Date, will be bound, except for any such conflict, breach, or default which would not reasonably be expected to result in a Material Adverse Effect. (m) There are no actions, suits, claims, investigations, or proceedings pending or, to the best of the Corporation's knowledge, any judgment, decree, order, statute, rule or regulation applicable to the Corporation; (c) This Participation Agreement, the Tax Regulatory Agreement and the Corporation Note constitute valid and legally binding obligations knowledge of the Corporation, enforceable against threatened to which the Corporation or any of its officers is a party, at law or in accordance with their respective termsequity or before or by any court, except as the right of indemnity hereunder may public board, agency, or body which would reasonably be limited by principles of public policy and except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization expected to result in a Material Adverse Effect or other laws, judicial decisions or principles of equity relating to or affecting prevent the enforcement of creditors' rights the Corporation Documents or contractual obligations generally (regardless the consummation of whether enforceability is considered the transactions contemplated hereby, or, to the knowledge of the Corporation, which in a proceeding any way questions the tax-exempt status of the Series 2014 Certificates or the exclusion from gross income of the recipients thereof of the interest component on the Series 2014 Certificates for federal income tax purposes, or in equity any other way questions the status of the Series 2014 Certificates under federal or at law);State tax laws or regulations. (dn) The issuance and delivery No order preventing the use of the Preliminary Official Statement has been issued by the Corporation SEC or the securities commissioner (or similar official) of any state or other jurisdiction. (o) No part of the Corporation Note in the manner and for the purposes herein set forth have been duly authorized obligation evidenced by the Public Service Commission Series 2014 Certificates is payable from payments to be made in respect of the State of New York; (e) No additional authorizations property or money which is or will be used, under a lease, sale, or loan arrangement, by or for an industrial or approvals of the execution and delivery by the Corporation of this Participation Agreement, the Tax Regulatory Agreement and the Corporation Note need be obtained by the Corporation or if any such authorization or approval is necessary it has been obtained; and (f) The representations of the Corporation set forth in the Tax Regulatory Agreement are hereby incorporated by reference as though fully set forth hereincommercial enterprise.