Common use of DECLARATIONS AND GUARANTEES Clause in Contracts

DECLARATIONS AND GUARANTEES. The Access Holder declares and guarantees the following on the date of signing the Contract: 1) if the Access Holder is not himself the Grid User, that he has been designated by the Grid User as Access Holder for each Access Point that is included under the Contract; 2) that the Grid User(s) who, in case, has (have) designated him as the Access Holder, has (have) declared him, or if the Access Holder is himself the Grid User, that he declares that his (their) installations are in conformity with the legal and regulatory requirements in force or which will be so in the future. In this respect, the Access Holder undertakes to:  provide ▇▇▇▇ at Elia’s first request with sufficiently detailed contractual and/or technical information about the Off-take and/or Injection Points as soon as possible; and  inform ▇▇▇▇ in advance of any modification to an Off-take and/or Injection Point, permission for which must be granted thereby; 3) that he possesses all the permits required under the Electricity Act and the Electricity Decrees and/or ordinances; 4) that he complies with all the applicable obligations under the Electricity Decrees and/or ordinances; 5) that all the information provided in relation to the entering and processing of the Access Application is correct and complete; 6) that, for all the Access Points mentioned in Appendix 2 and which do not supply a Closed Distribution System, an Access Responsible Party and, in the case of the supply of electricity, a corresponding energy supplier have been designated in ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇. As regards the Access Points that supply a Closed Distribution System that are connected to the ▇▇▇▇ Grid, an Access Responsible Party charged with monitoring non-allocated energy in the Closed Distribution System connected to the ▇▇▇▇ Grid has been designated in Appendix 14bis. 7) that he fulfils the obligations specified in Articles 3 and 13 of the Contract. The Access Holder undertakes moreover that he will do everything to ensure that these declarations remain correct and complete and that the guarantees remain valid throughout the duration of the Contract.

DECLARATIONS AND GUARANTEES. 1.- The Access Holder declares LENDERS grant this Loan in consideration of the following declarations and guarantees which the following on BORROWER and the date GUARANTOR solemnly make and which shall be understood to be implicitly repeated at maturity of signing the Contracteach Interest Period: 1i) if The BORROWER and the Access Holder is not himself the Grid User, that he has been designated by the Grid User as Access Holder for each Access Point that is included under the Contract; 2) that the Grid User(s) who, GUARANTOR are validly incorporated companies existing in case, has (have) designated him as the Access Holder, has (have) declared him, or if the Access Holder is himself the Grid User, that he declares that his (their) installations are in conformity accordance with the legal laws of Spain and regulatory requirements in force or perform the activities and businesses inherent to their business purpose. ii) The BORROWER has a share capital of 6,000,134 euros, divided into 99,670 shares with a par value of 60.20 euros each, fully subscribed and 50% of which will be so in the futureis paid-up, and those shares are owned by NAVIERA ▇. In this respect, the Access Holder undertakes to:  provide ▇▇▇▇ at Elia’s first request with sufficiently detailed contractual and/or technical information about the Off-take and/or Injection Points as soon as possible; and  inform ▇▇▇▇ in advance of any modification to an Off-take and/or Injection Point, permission for which must be granted thereby; 3S.A. (99,669 shares) that he possesses all the permits required under the Electricity Act and the Electricity Decrees and/or ordinances; 4) that he complies with all the applicable obligations under the Electricity Decrees and/or ordinances; 5) that all the information provided in relation to the entering and processing of the Access Application is correct and complete; 6) that, for all the Access Points mentioned in Appendix 2 and which do not supply a Closed Distribution System, an Access Responsible Party and, in the case of the supply of electricity, a corresponding energy supplier have been designated in by Mr. ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (1 share), free of any charge encumbrance or third party right, with the exception of the pledge constituted to secure this Loan. iii) The BORROWER and the GUARANTOR have full capacity to execute and perform this Agreement and have irrevocably adopted all corporate resolutions and measures necessary for its execution and performance, which shall remain in force so that the obligations contracted by the BORROWER and the GUARANTOR by virtue of this Agreement shall be valid, binding and accountable in accordance with the terms thereof. iv) The execution and performance of this Agreement do not infringe any rule, regardless of its rank, the Articles of Association of the BORROWER or of the GUARANTOR or any Agreement or contract of any nature to which the BORROWER or the GUARANTOR are a party, or whereby they could otherwise be bound. As regards [Stamp with the Access Points that supply a Closed Distribution System that are connected mention: `WITH MY MEDIATION In the terms shown in the certificate of mediation.'] [Handwritten signature] [29/186] v) All payments undertaken by the BORROWER pursuant to this Agreement shall be made without any deduction or withholding on account of any tax. vi) All information furnished in writing by the BORROWER and the GUARANTOR to the ▇▇▇▇ GridAGENT or to the LENDERS, including financial information, is correct and accurately shows the situation of the BORROWER and of the GUARANTOR and there are no facts or omissions that discredit that information. vii) No consent, licence, authorisation or approval from third parties is necessary in relation to the execution, validity, performance and accountability of this Agreement that was not obtained prior to its formalisation, and all these remain fully effective, and no circumstance has arisen that could revoke them. viii) At the present time, there is no litigation, arbitration or procedure of any nature in course or commencement of which is known to the BORROWER or the GUARANTOR and which, if resolved against the BORROWER would have a substantial negative effect on its business, assets, property or financial situation, or its capacity to perform the obligations that derive from this Agreement or that could query the validity or accountability of this Agreement. ix) At the present time, there is not event which, by itself or in conjunction with the passage of time and/or notification or requirement, represents an Access Responsible Party charged event of default (i) on any agreement to which the BORROWER or the GUARANTOR are a party and (ii) on any obligation whereby they are bound in any way and which could affect the performance of their obligations deriving from this Agreement. At the same time, there is not cause for Early Maturity of the Agreement or circumstances that could lead to this. x) At the present time, there is no pledge, mortgage, charge or encumbrance to which the assets or rights of the BORROWER are subject, with monitoring non-allocated energy the exception of the guarantees constituted to secure this Loan. xi) No guarantee has been granted by the BORROWER in favour of third parties. [Stamp with the mention: `WITH MY MEDIATION In the terms shown in the Closed Distribution System connected to certificate of mediation.'] [Handwritten signature] [30/186] xii) The BORROWER is up-to-date in the ▇▇▇▇ Grid has been designated in Appendix 14bispayment of all its fiscal and other obligations. 7xiii) that he fulfils The BORROWER has no affiliates or subsidiaries. xiv) At the present time, the BORROWER performs the obligations specified listed in Articles 3 Clause NINETEEN. xv) The BORROWER has sufficient and 13 appropriate human and material resources to carry out supervision of the Contract. The Access Holder undertakes moreover that he will do everything to ensure that these declarations remain correct and complete and that the guarantees remain valid throughout the duration Shipbuilding process, either by itself or as a consequence of the ContractManagement Agreement.

DECLARATIONS AND GUARANTEES. The Access Holder declares a. Each of the PIH and 1347 consultants announce and guarantees the following other side that: (i) Such a party is a capital company or a limited Delavare limited law; (ii) Such a party will have full rights, the rights of the capital company or the Company (depending on the date case) and the permission to enter into this Agreement, the guarantee shares and the guarantee agreement (depending on the case) and fulfill their obligations arising from this Agreement and under that ; (iii) Signing of this Agreement, the Agreement on Granting Executive and the Persons signing such contracts on behalf of such a Party (if worried), and the Contract: 1delivery of such contracts to this Party (if applied) has properly authorized all necessary actions in corporate or corporate or corporate or limited liability companies (depending on the case) such a party; (Iv) This Agreement, Guarantee Agreement and Warranty Filled and Delivered by the following Part (if it relates) and (subject to appropriate permission, execution and delivery is the Access Holder other)A valid and binding obligation of this party which is enforceable against this party in accordance with its terms, except in the event of bankruptcy, bankruptcy, reorganization, moratorium or similar laws and rules of equity relating to the rights of creditors in general or the rights of creditors may be violated by general principles of fairness ; and (v) such party (i) is not himself aware of and (ii) has not assigned or assigned any claims against the Grid User, other party related to the MSA that he has been designated by the Grid User as Access Holder for each Access Point that is included under the Contract; 2) that the Grid User(s) who, in case, has (have) designated him as the Access Holder, has (have) declared himare not subject to disclosure pursuant to Section 4 of this Agreement. Statements addressed to a single person and not issued herein did not include any interest or rights claims, or if the Access Holder is himself the Grid User1347 series B notarized shares, that he declares that his garnishment orders and warrants (theircollectively, all necessary corporate instruments "securities") installations are have been duly approved by PIH. to which PIH applies; and (iii) after being awarded Invaluable and 1,347 consultants in conformity with the legal good standing under these provisions. , Free and regulatory requirements clear of all liens, claims and encumbrances of any kind, except for (i) transfer restrictions under federal and state securities laws, ii) repair and raise transfers, iii) rights, claims or encumbrances based on funds 1347 consultants. Image resale or resale for public sale or distribution. in force or which will be so in the future. In this respect1933, the Access Holder undertakes to:  provide ▇▇▇▇ at Elia’s first request with sufficiently detailed contractual and/or technical information about Securities Law as amended (the Off-take and/or Injection Points as soon as possible; Securities Law).US Federal and  inform ▇▇▇▇ in advance of any modification to an Off-take and/or Injection Point, permission for which must be granted thereby; 3) that he possesses all the permits required under the Electricity Act and the Electricity Decrees and/or ordinances; 4) that he complies with all the applicable obligations under the Electricity Decrees and/or ordinances; 5) that all the information provided in relation to the entering and processing of the Access Application is correct and complete; 6) that, for all the Access Points mentioned in Appendix 2 and which do not supply a Closed Distribution System, an Access Responsible Party and, in the case of the supply of electricity, a corresponding energy supplier have been designated in ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇. As regards the Access Points that supply a Closed Distribution System that are connected to the ▇▇▇▇ Grid, an Access Responsible Party charged with monitoring non-allocated energy in the Closed Distribution System connected to the ▇▇▇▇ Grid has been designated in Appendix 14bis. 7) that he fulfils the obligations specified in Articles 3 and 13 of the Contract. The Access Holder undertakes moreover that he will do everything to ensure that these declarations remain correct and complete State Laws on Securities and that PIH relies on the truth, accuracy and compliance of 1347 advisers' claims and guarantees remain valid throughout the duration of the Contractin this document to determine whether there are such exemptions and whether 1347 consultants are entitled to purchase such securities.