Common use of Representations, Warranties and Covenants by the Company Clause in Contracts

Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants that: (a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealths of Kentucky and Virginia, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of the Commonwealths of Kentucky or Virginia relevant to the transactions contemplated hereby or in connection with the issuance of the First Mortgage Bonds. (b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds to be issued pursuant thereto, and has by proper corporate action duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds. (c) No event of default, and no event of the type described in clauses (a) through (f) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreement, has occurred and is continuing, and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event of default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the First Mortgage Bonds or the transactions contemplated hereby or thereby. Neither the execution and delivery of the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, conflicts with or results in a breach of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement.

Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants that: (a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealths Commonwealth of Kentucky and VirginiaKentucky, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business business, and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of the Commonwealths Commonwealth of Kentucky or Virginia relevant to the transactions contemplated hereby or in connection with the issuance of the First Mortgage Bonds. (b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds to be issued pursuant thereto, and has by proper corporate action duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds. (c) No event of default, and no event of the type described in clauses (a) through (f) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreement, has occurred and is continuing, and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event of default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the First Mortgage Bonds or the transactions contemplated hereby or thereby. Neither the execution and delivery of the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, conflicts with or results in a breach of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement.

Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants that: (a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealths Commonwealth of Kentucky and VirginiaKentucky, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of the Commonwealths Commonwealth of Kentucky or Virginia relevant to the transactions contemplated hereby or in connection with the issuance of the First Mortgage Bonds. (b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds to be issued pursuant thereto, and has by proper corporate action duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds. (c) No event of default, and no event of the type described in clauses (a) through (f) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreement, has occurred and is continuing, and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event of default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the First Mortgage Bonds or the transactions contemplated hereby or thereby. Neither the execution and delivery of the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, conflicts with or results in a breach of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement.

Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants that: (a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealths of Kentucky and Virginia, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of the Commonwealths of Kentucky or and Virginia relevant to the transactions contemplated hereby or in connection with the issuance of the First Mortgage 2008 Series A Bonds. (b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds to be issued pursuant thereto, and has by proper corporate action duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds. (c) No event Event of defaultDefault, and no event of the type described in clauses (a) through (fd) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreementhereof, has occurred and is continuing, continuing and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event Event of default Default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the First Mortgage Bonds Agreement or the transactions contemplated hereby or therebyhereby. Neither the execution and delivery of the this Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1Indenture, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, thereof conflicts with or results in a breach of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement. (d) The Company will cause no investment of 2008 Series A Bond proceeds to be made and will make no other use of or omit to take any action with respect to the proceeds of the 2008 Series A Bonds or any funds reasonably expected to be used to pay the 2008 Series A Bonds which will cause the 2008 Series A Bonds or any of them to be arbitrage bonds within the meaning of Section 148 of the Code or would otherwise result in the loss or impairment of the exclusion of the interest on such 2008 Series A Bonds from gross income for federal income tax purposes. (e) The average maturity of the 2008 Series A Bonds does not exceed one hundred twenty percent (120%) of the average reasonably expected remaining economic life (as of the date of issuance of the 2008 Series A Bonds) of the Solid Waste Disposal Facilities financed and refinanced by the proceeds of the 2008 Series A Bonds. (f) The Company will provide all information requested by the Issuer necessary to evidence compliance with the requirements of the Code, including the information in United States Internal Revenue Service Form 8038 to be filed by the Issuer with respect to the 2008 Series A Bonds and the Solid Waste Disposal Facilities constituting the 2008 Project, and such information will be true and correct in all material respects. (g) Within the meaning of Section 149 of the Code, no portion of the payment of the principal or interest on the 2008 Series A Bonds or the Refunded Bonds was or shall be guaranteed directly or indirectly by the United States or any agency or instrumentality thereof. (h) Within the meaning of Section 147(e) of the Code, no portion of the proceeds of the 2008 Series A Bonds shall be used to provide any airplane, skybox or other private luxury box, any health club facility, any facilities used primarily for gambling, or any store the principal business of which is the sale of alcoholic beverages for consumption off the premises. (i) The Company reasonably expects that (i) all of the spendable proceeds of the 2008 Series A Bonds allocated to the Construction Project will be used for the governmental purposes of the issue within three years from date of issuance of such 2008 Series A Bonds, (ii) all of the spendable proceeds of the 2008 Series A Bonds allocated to the Refunding Project will be used for the governmental purposes of the issue within 90 days from the date of issuance of such 2008 Series A Bonds and (iii) none of the proceeds of such 2008 Series A Bonds will be invested in nonpurpose obligations having a substantially guaranteed yield for three years or more. (j) No portion of the proceeds of 2008 Series A Bonds will be invested at a yield in excess of the yield on the 2008 Series A Bonds except (i) during any permitted temporary period provided by the Code, (ii) proceeds of a reasonably required reserve or replacement fund and (iii) as part of a minor portion of the proceeds of the 2008 Series A Bonds, not in excess of the lesser of 5% of the proceeds of the 2008 Series A Bonds or $100,000. As used herein, "yield" shall have the meaning assigned to it for purposes of Section 148 of the Code and applicable tax regulations. (k) All of the depreciable properties which were taken into account in determining the qualifying costs of the 2008 Project constitute properties either (i) used for the collection, storage, treatment and final disposal of solid waste or (ii) facilities which are functionally related and subordinate to the solid waste disposal facilities constituting the 2008 Project. All of such functionally related and subordinate facilities are of a size and character commensurate with the character and size of the solid waste disposal facilities constituting the 2008 Project. (l) The Company will cause the Issuer to comply in all respects with the requirements of Section 148 of the Code in respect of the rebate of Excess Earnings with respect to the 2008 Series A Bonds to the United States of America. (m) Upon the date of issuance of the 2008 Series A Bonds, the Company will have caused the Issuer to comply with the public approval requirements of Section 147 of the Code and at or following the issuance of the 2008 Series A Bonds the Company will cause the Issuer to comply with the information reporting requirements of Section 149 of the Code by the filing of Internal Revenue Service Form 8038 with the United States Internal Revenue Service. (n) All of the documents, instruments and written information furnished by the Company on behalf of the Company to the Issuer or the Trustee in connection with the issuance of the 2008 Series A Bonds are true and correct in all material respects as of the date of delivery thereof and did not, as of the date of delivery thereof, omit or fail to state any material facts necessary to be stated therein to make the information provided not misleading. (o) The solid waste which is or will be collected, stored, treated and disposed of by the 2008 Project is and will be useless, unused and unwanted and constitute discarded solid waste materials which have no market or other value at the place where it is located. To the best knowledge of the Company, no person is or would be willing to purchase such solid waste material in its condition when disposed of in solid waste pits at any price. Such solid waste, being sludge created by sulphur dioxide removal facilities at the Ghent Generating Station of the Company will be disposed of by placing such SO2 scrubber sludge into solid waste landfills, as required by law. (p) It is not anticipated, as of the date hereof, that there will be created any “replacement proceeds”, within the meaning of Section 1.148-1(c) of the Treasury Regulations, with respect to the 2008 Series A Bonds; however, in the event that any such replacement proceeds are deemed to have been created, such amounts will be invested in compliance with Section 148 of the Code. (q) The Company covenants to perform and observe all provisions of the Indenture required to be performed or observed by it. The Company need not comply with the covenants or representations in Section 2.2, Section 2.3 and Section 2.4 if and to the extent that the Issuer and the Company receive a written opinion of Bond Counsel that such failure to comply will not affect adversely the exclusion of interest on any of the 2008 Series A Bonds from gross income for federal income tax purposes under Section 103(a) of the Code.

Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants for the benefit of the Authority, the Trustee and the Bondholders, that: (a) The the Company (i) is a corporation duly incorporated, validly existing organized and in good standing under the laws of the Commonwealths State of Kentucky and VirginiaDelaware, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on by the conduct of its business and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of each state where its facilities are located to own, provide and operate the Commonwealths of Kentucky or Virginia relevant applicable facilities, has power to enter into and to perform and observe the transactions contemplated hereby or covenants and agreements on its part contained in connection with the issuance of the First Mortgage Bonds. (b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture Agreement and the First Mortgage Bonds to be issued pursuant thereto, Tax Certificates and has by proper corporate action has duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage IndentureWxxxx Mortgage, the Supplemental First Mortgage Indenture and Springdale Mortgage, the First Mortgage Bonds. (c) No event Lxxxxx Mortgage, the Junction Deed of defaultTrust, and no event of the type described in clauses (a) through (f) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreement, has occurred and is continuing, and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event of default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Weyerhaeuser Assignment Agreement, the First Mortgage Indenture, Patent and Trademark Security Agreement and the First Mortgage Bonds or the transactions contemplated hereby or thereby. Neither Tax Certificates; (b) neither the execution and delivery of this Loan Agreement and the AgreementTax Certificates, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1, thereby nor the fulfillment of or compliance with the terms and conditions hereof of this Loan Agreement and the Tax Certificates violates any law or thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, bound or constitutes a default under any of the foregoing, foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreementagreement except for the Indenture and other Permitted Liens; (c) the total Cost of the Project is hereby determined to be not less than $13,515,000 and the financing of such cost by the Authority will assist the Company in providing recycling and manufacturing facilities; (d) the Company intends to operate or to cause its facilities to be operated and to use the Improvements in connection therewith to the expiration of the term of this Loan Agreement pursuant to the Act; (e) as of the date of this Loan Agreement, there is no litigation or legal or governmental action, proceeding, inquiry or investigation pending or threatened by governmental authority or to which the Company is a party or of which any property of the Company is subject, which would, if determined adversely to the Company, materially adversely affect the transactions contemplated hereby; (f) the Company has or shall have good and marketable title to the Springdale Property, the Lxxxxx Property and the Junction Property and a valid leasehold interest in the Wxxxx Property, free from all encumbrances except Permitted Liens and such title shall remain in the Company so long as the Bonds remain Outstanding, except as otherwise provided herein; (g) the Company has obtained, or will obtain on or before the date required therefor, all licenses, authorizations, permits and approvals from applicable local, state and federal governmental agencies necessary to construct the Improvements and to operate the Improvements as plastic waste reclamation and recycling facilities contemplated by this Loan Agreement. The Company knows of no reasons that such licenses, authorizations, permits and approvals will not be issued or issued in a timely manner; (h) the Company is in possession of Phase One Environmental Assessments which were performed on the Springdale Property, the Lxxxxx Property, the Junction Property and the Wxxxx Property, and such assessments have not revealed any contamination of the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property or any violation of any rules or regulations of the Environmental Protection Agency or any other environmental protection rule or regulation of any federal, state or local agency; (i) no improvements located or to be located in the building set-back shown on the ALTA/ATSM Land Title Surveys prepared with respect to the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property are used or shall be used in the business operations of the Company.

Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants for the benefit of the City, the Trustee and the Bondholders, that: (a) The the Company (i) is a corporation duly incorporated, validly existing organized and in good standing under the laws of the Commonwealths State of Kentucky and VirginiaDelaware, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on by the conduct of its business and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of each state where its facilities are located to own, provide and operate the Commonwealths of Kentucky or Virginia relevant applicable facilities, has power to enter into and to perform and observe the transactions contemplated hereby or covenants and agreements on its part contained in connection with the issuance of the First Mortgage Bonds. (b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture Agreement and the First Mortgage Bonds to be issued pursuant thereto, Tax Certificates and has by proper corporate action has duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage IndentureWxxxx Mortgage, the Supplemental First Mortgage Indenture and Springdale Mortgage, the First Mortgage Bonds. (c) No event Lxxxxx Mortgage, the Junction Deed of defaultTrust, and no event of the type described in clauses (a) through (f) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreement, has occurred and is continuing, and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event of default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Weyerhaeuser Assignment Agreement, the First Mortgage Indenture, Patent and Trademark Security Agreement and the First Mortgage Bonds or the transactions contemplated hereby or thereby. Neither Tax Certificate; (b) neither the execution and delivery of this Loan Agreement and the AgreementTax Certificate, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1, thereby nor the fulfillment of or compliance with the terms and conditions hereof of this Loan Agreement and the Tax Certificate violates any law or thereof, conflicts with or results in a breach of any of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, bound or constitutes a default under any of the foregoing, foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreementagreement except for the Indenture and other Permitted Liens; (c) the total cost of refunding the Prior Bonds is hereby determined to be not less than $10,610,000, and the refinancing of such cost by the City will assist the Company in providing recycling and manufacturing facilities; (d) the Company intends to operate or to cause its facilities to be operated and to use the improvements thereon in connection therewith to the expiration of the term of this Loan Agreement pursuant to the Act; (e) as of the date of this Loan Agreement, there is no litigation or legal or governmental action, proceeding, inquiry or investigation pending or threatened by governmental authority or to which the Company is a party or of which any property of the Company is subject, which would, if determined adversely to the Company, materially adversely affect the transactions contemplated hereby; (f) the Company has or shall have good and marketable title to the Springdale Property, the Lxxxxx Property and the Junction Property, and a valid leasehold interest in the Wxxxx Property, free from all encumbrances except Permitted Liens and such title shall remain in the Company so long as the Bonds remain Outstanding, except as otherwise provided herein; (g) the Company has obtained, or will obtain on or before the date required therefor, all licenses, authorizations, permits and approvals from applicable local, state and federal governmental agencies necessary to operate its Facilities as plastic waste reclamation and recycling facilities contemplated by this Loan Agreement. The Company knows of no reasons that such licenses, authorizations, permits and approvals will not be issued or issued in a timely manner; (h) the Company is in possession of Phase One Environmental Assessments which were performed on the Springdale Property, the Lxxxxx Property, the Junction Property and the Wxxxx Property, and such assessments have not revealed any contamination of the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property or any violation of any rules or regulations of the Environmental Protection Agency or any other environmental protection rule or regulation of any federal, state or local agency; (i) no improvements located or to be located in the building set-back shown on the ALTA/ATSM Land Title Surveys prepared with respect to the Springdale Property, the Lxxxxx Property, the Junction Property or the Wxxxx Property are used or shall be used in the business operations of the Company.

Representations, Warranties and Covenants by the Company. The Company represents, warrants and covenants that: (a) The Company (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealths Commonwealth of Kentucky and VirginiaKentucky, (ii) is duly qualified, authorized and licensed to transact business in each jurisdiction wherein failure to qualify would have a material adverse effect on the conduct of its business business, and (iii) is not in violation of any provision of its Articles of Incorporation, its By-Laws or any laws of the Commonwealths Commonwealth of Kentucky or Virginia relevant to the transactions contemplated hereby or in connection with the issuance of the First Mortgage Bonds. (b) The Company has full and complete legal power and authority to execute and deliver this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds to be issued pursuant thereto, and has by proper corporate action duly authorized the execution and delivery of this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the Supplemental First Mortgage Indenture and the First Mortgage Bonds. (c) No event of default, and no event of the type described in clauses (a) through (f) of Section 9.1 of the Agreement, as amended by this Amendment No. 1 to Loan Agreement, has occurred and is continuing, and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute an event of default or a default under any agreement or instrument to which the Company is a party or by which the Company is or may be bound or to which any of the property or assets of the Company is or may be subject which would impair in any material respect its ability to carry out its obligations under the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture, the First Mortgage Bonds or the transactions contemplated hereby or thereby. Neither the execution and delivery of the Agreement, this Amendment No. 1 to Loan Agreement, the First Mortgage Indenture or the First Mortgage Bonds, nor the consummation of the transactions contemplated hereby or by the Indenture and the Supplemental Indenture No. 1, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, thereof conflicts with or results in a breach of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any prohibited lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement.