Common use of Representations and Warranties of CPL Clause in Contracts

Representations and Warranties of CPL. CPL hereby represents and warrants to Helix, as at the date hereof and throughout the term of this Agreement, that: (a) To the best of CPL's knowledge, of the Effective Date, after reasonable inquiry, CPL is free to supply CPL Confidential Information to Helix and any other information supplied by Helix to CPL; (b) CPL has the financial capacity to enter into and carry out this entire Agreement; (c) CPL’s employees are not unionized as at the date of this Agreement; (d) To the best of CPL's knowledge after reasonable inquiry, (i) CPL has the legal right to grant Helix the licenses set forth in Section 9.2 above; (ii) as of the Effective Date, CPL has not entered into any obligation that would prohibit CPL from granting the licenses set forth in Section 9.2 above, and CPL shall not enter into any obligation in the future that would prohibit CPL from granting the licenses set forth in Section 9.2 above; (iii) CPL has not and will not use in any capacity the services of any persons prohibited in any way in connection with its development or manufacture of the Product; (iv) neither CPL nor any CPL official or employee has been convicted of a felony under U.S. federal law for conduct relating to the development or approval, including the process for development or approval, of any drug, product, INDA, or any other drug product application; and (v) no CPL official or employee has been convicted under Canadian law for conduct otherwise relating to the regulation of any drug substance or drug product; (vi) there is no fact known to CPL which it has not disclosed to Helix which adversely affects, or which may adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of CPL or the ability of CPL to perform its obligations under this Agreement; (vii) with the exception of a disability discrimination complaint filed with the New York State Division of Human Rights against which CPL is currently defending, there are no legal or governmental actions, suits, proceedings or investigations pending or, to the knowledge of CPL, threatened, to which CPL is or may be a party or of which property owned or leased by CPL is or may be the subject, or related to environmental or discrimination matters. Except to the extent the terms of a consent decree dated 1995 (as amended) among the State of New York, the owner of the land on which the CPL Facility is located and others relating to environmental conditions on a portion of the premises are applicable to CPL or its operations, CPL is not a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental body; and (viii) CPL is not in violation of or in default under, any lien, mortgage, lease, agreement or instrument, including without limitation, its financial arrangements with any Third Party. (e) CPL has and will maintain in place all equipment, personnel, facilities, and supply agreements necessary to perform its obligations hereunder.

Representations and Warranties of CPL. CPL hereby represents and warrants to Helix, as at the date hereof and throughout the term of this Agreement, several Underwriters that: (a) To CPL, in its capacity as co-registrant and sponsor with respect to the best of CPL's knowledge, of the Effective Date, after reasonable inquiry, CPL is free to supply CPL Confidential Information to Helix and any other information supplied by Helix to CPL; (b) CPL has the financial capacity to enter into and carry out this entire Agreement; (c) CPL’s employees are not unionized as at the date of this Agreement; (d) To the best of CPL's knowledge after reasonable inquiry, (i) CPL has the legal right to grant Helix the licenses set forth in Section 9.2 above; (ii) as of the Effective Date, CPL has not entered into any obligation that would prohibit CPL from granting the licenses set forth in Section 9.2 aboveBonds, and CPL shall not enter into any obligation in the future that would prohibit CPL from granting the licenses set forth in Section 9.2 above; (iii) CPL has not and will not use in any capacity the services of any persons prohibited in any way in connection with its development or manufacture of the Product; (iv) neither CPL nor any CPL official or employee has been convicted of a felony under U.S. federal law for conduct relating to the development or approval, including the process for development or approval, of any drug, product, INDA, or any other drug product application; and (v) no CPL official or employee has been convicted under Canadian law for conduct otherwise relating to the regulation of any drug substance or drug product; (vi) there is no fact known to CPL which it has not disclosed to Helix which adversely affects, or which may adversely affect, the assets, liabilities (contingent or otherwise), capital, affairs, business, prospects, operations or condition (financial or otherwise) of CPL or the ability of CPL to perform its obligations under this Agreement; (vii) jointly with the exception of a disability discrimination complaint Issuer, has filed with the New York State Division Commission Registration Statement No. 333-147122 for the registration under the Securities Act of Human Rights against which CPL is currently defending, there up to $181,000,000 aggregate principal amount of the Issuer’s storm recovery bonds. Registration Statement No. 333-147122 has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are no legal or governmental actions, suits, proceedings or investigations pending or, to the knowledge of CPL, threatenedthreatened by the Commission. (i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of the Bonds and (ii) at the date hereof, CPL was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act. (c) At the time the Registration Statement initially became effective, at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post effective amendment, incorporated report or form of prospectus) and on the Effective Date relating to the Bonds, the Registration Statement, and the Indenture, on the Closing Date, fully complied and will fully comply in all material respects with the applicable provisions of the Securities Act, the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder; the Registration Statement, at the date it initially became effective and at the Effective Date, did not contain and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading. As of the Applicable Time and as of the Closing Date, the Final Prospectus fully complied and will fully comply in all material respects to the provisions of the Securities Act, the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder, and such document will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this paragraph (c) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer or CPL by, or on behalf of, any Underwriter through the Representatives expressly for use in connection with the preparation of the Registration Statement or the Final Prospectus, or to any statements in or omissions from any Statement of Eligibility on Form T-1, or amendments thereto, of the Trustee under the Indenture filed as exhibits to the Registration Statement or Incorporated Documents or to any statements or omissions made in the Registration Statement or Final Prospectus relating to the DTC Book Entry Only System that are based solely on information contained in published reports of DTC. (d) As of its date, at the Applicable Time, on the date of its filing, if applicable, and on the Closing Date, the Pricing Prospectus and each Issuer Free Writing Prospectus (other than the Pricing Term Sheet), considered together, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that the principal amount of the Bonds, the tranches, the initial principal balances, the scheduled final payment dates, the final maturity dates, the expected average lives, the Expected Amortization Schedule and the Expected Sinking Fund Schedule described in the Pricing Prospectus were subject to change based on market conditions and supersede any previously issued descriptions of such information and (ii) the interest rate, price to the public and underwriting discounts and commissions for each tranche was not included in the Pricing Prospectus). The Pricing Term Sheet, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds, considered together with the Pricing Prospectus and each other Issuer Free Writing Prospectus, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading. The two preceding sentences do not apply to statements in or omissions from the Pricing Prospectus, the Pricing Term Sheet or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or CPL by any Underwriter through the Representatives specifically for use therein. CPL represents, warrants and agrees that it has treated and agrees that it will treat each of the free writing prospectuses listed on Schedule III hereto as an Issuer Free Writing Prospectus, and that each such Issuer Free Writing Prospectus has fully complied and will fully comply with the applicable requirements of Rules 164 and 433, including timely Commission filing where required, legending and record keeping (e) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds or until any earlier date that the Issuer or CPL notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) CPL or the Issuer has promptly notified or will promptly notify the Representatives and (ii) CPL or the Issuer has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or CPL by any Underwriter through the Representatives specifically for use therein. (f) CPL has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Louisiana, has the limited liability company power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as set forth in or contemplated by the Pricing Prospectus, is qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a material adverse effect on the business, property or financial condition of CPL and its subsidiaries considered as a whole, and has all requisite power and authority to sell the Storm Recovery Property as described in the Pricing Prospectus and to otherwise perform its obligations under any Basic Document to which it is a party. CPL is the beneficial owner of all of the limited liability company interests of the Issuer. (g) CPL has no significant subsidiaries within the meaning of Rule 1-02(w) of Regulation S-X. (h) The transfer by CPL of its rights and interests under the Financing Order relating to the Bonds to the Issuer as provided in the Sale Agreement, the execution, delivery and compliance by CPL with all of the provisions of the Basic Documents to which CPL is a party, and the consummation by the Issuer and CPL of the transactions herein and therein contemplated will not conflict with or may be result in a breach or violation of any of the terms or provisions of, or constitute a default under, any trust agreement, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which CPL is a party or of by which property owned or leased by CPL is bound or to which any of the property or assets of CPL is subject, which conflict, breach, violation or default would be material to the issue and sale of the Bonds. (i) This Underwriting Agreement has been duly authorized, executed and delivered by CPL, which has the necessary corporate power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, and constitutes a valid and binding obligation of CPL, enforceable against CPL in accordance with its terms, except as the enforceability thereof may be the subjectlimited by bankruptcy, insolvency, reorganization, receivership, moratorium or related to environmental or discrimination matters. Except to the extent the terms of a consent decree dated 1995 (as amended) among the State of New York, the owner of the land on which the CPL Facility is located and others other similar laws relating to environmental conditions or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and possible limitations on a portion enforceability of the premises are applicable rights to CPL indemnification or its operations, CPL is not a party to contribution by federal or subject to the provisions of any injunction, judgment, decree state securities laws or order of any court, regulatory body, administrative agency regulations or other governmental body; andby public policy. (viiij) CPL (i) is not in violation of CPL’s Articles of Organization or Operating Agreement (collectively “CPL Charter Documents”), (ii) is not in default underand 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 lienterm, covenant or condition contained in any indenture, mortgage, lease, deed of trust or other agreement or instrumentinstrument to which it is a party or by which it is bound or to which any of its properties is subject which would be material to the issue and sale of the Bonds, including without limitationor (iii) is not in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its financial arrangements with any Third Partyproperty may be subject which would be material to the issue and sale of the Bonds. (ek) There is no pending or threatened suit or proceeding before any court or governmental agency, authority or body or any arbitration involving CPL, the Storm Recovery Property or the Bonds required to be disclosed in the Pricing Prospectus which is not adequately disclosed in the Pricing Prospectus. (l) Other than any necessary action of the LPSC, any filings required under the Securitization Act or Financing Order or as otherwise set forth or contemplated in the Pricing Prospectus, no approval, authorization, consent or order of any public board or body (except such as have been already obtained and other than in connection or in compliance with the provisions of applicable blue sky laws or securities laws of any state, as to which CPL makes no representations or warranties), is legally required for the issuance and sale by the Issuer of the Bonds. (m) CPL has and will maintain in place all equipment, personnel, facilitiesis not, and supply agreements necessary after giving effect to perform the sale and issuance of the Bonds, will not be, an “investment company” within the meaning of the 1940 Act. (n) Each of the Sale Agreement, the Servicing Agreement and the Administrative Agreement has been duly and validly authorized by CPL, and when executed and delivered by CPL and the other parties thereto will constitute a valid and legally binding obligation of CPL, enforceable against CPL in accordance with its obligations hereunderterms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and possible limitations on enforceability of rights to indemnification or contribution by federal or state securities laws or regulations or by public policy. (o) There are no Louisiana transfer taxes related to the transfer of the Storm Recovery Property or the issuance and sale of the Bonds to the Underwriters pursuant to this Underwriting Agreement required to be paid at or prior to the Closing Date by CPL or the Issuer. (p) PricewaterhouseCoopers are independent public accountants with respect to CPL as required by the Securities Act and the rules and regulations of the Commission thereunder.