Common use of Representations and Warranties of Parties Clause in Contracts

Representations and Warranties of Parties. 3.1 Municipal is a municipal corporation duly organized and validly existing under the laws of the State of New York. Municipal is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law.)

Representations and Warranties of Parties. 3.1 Municipal Customer is a municipal not-for-profit corporation duly organized and validly existing under the laws of the State of New York. Municipal Customer is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal Customer and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and/or subsequently terminated by the Parties in accordance with the terms and subsequently terminatedconditions provided herein, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).)

Representations and Warranties of Parties. 3.1 Municipal Solvay is a municipal corporation duly organized and validly existing under the laws of the State of New York. Municipal Solvay is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal Solvay and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law.)

Representations and Warranties of Parties. ‌ 3.1 Municipal is a municipal corporation duly organized and validly existing under the laws of the State of New York. Municipal is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law.)

Representations and Warranties of Parties. 3.1 Municipal is a municipal The parties hereto jointly and severally represent and warrant to each other the following: a) All respective outstanding capital stock of each corporation duly organized has been legally and validly existing under the laws issued and is fully paid and nonassessable, and none of such shares of either corporation have been issued in violation of any preemptive or similar rights, or in violation of any relevant federal or state securities law. b) None of the State common shares of New York. Municipal either corporation is qualified subject to do any voting trust or other such restrictive agreement which would restrict their transfer. c) There are no options or warrants outstanding in either corporation, and none are contemplated, other than those which have been already disclosed prior to entering into this Agreement. d) Neither corporation hereto owns, directly or indirectly, any shares of capital stock or other equity interest of any other corporation or unincorporated business under the laws of the State of New Yorkentity; nor does either corporation hereto have any obligations, is in good standing under the laws of the State of New York, has the power and authority to own its propertiesdirect or indirect, to carry on its business as now being conductedpurchase or subscribe for any such equity interest in a third party; nor does either corporation hereto have any obligation to advance or loan money to any third party corporation, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreementassociate, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated hereinaffiliate, individual or unincorporated entity. 3.2 National Grid e) Each corporate party hereto is a corporation duly organized, validly existing and qualified in good standing in its state of incorporation, and each has full corporate power and authority to do own and operate their properties and assets and carry on any business presently and formerly conducted by each of them. f) This Agreement is a valid and binding agreement of each party hereto, and compliance with the terms and conditions of this Agreement by each party hereto will not result in (i) a breach or default under the laws Articles of Incorporation or Bylaws of either party, (ii) a breach or violation under any lien, pledge, security interest or other encumbrance on assets to which either party is subject, (iii) a breach or default of any term or provision of any agreement, lease, contract, note, mortgage or other obligation of either corporation, or of any law, rule, ordinance or regulation, or governmental judgment or decree or license to which either party is subject, unless such breach is of a technical or minimal nature so as to not have a material adverse effect on the financial condition, properties, business or results of operations of either corporation hereto. g) Neither corporation hereto is subject to any pending litigation or governmental proceedings not reflected in their financial statements or otherwise disclosed to the other party incident to negotiating this agreement; and no litigation, claims, assessments or proceedings have been threatened against either party unless disclosed to the other party prior to entering into this Agreement. h) The officers of each corporation executing this Agreement are duly authorized to execute this Agreement on behalf of their respective corporations. i) All financial statements which have been submitted to either party by the other party incident to this business combination agreement and any negotiations in respect thereto, and any financial statements to be submitted to perform future due diligence by either party, have been, or will be, complete and accurate for the dates and periods indicated thereon and fairly present the financial condition and operations for the periods covered; and there are no material liabilities, either fixed or contingent, not reflected in such financial statements. j) There have been no material changes in the financial position of either corporate party hereto since the time of the State most current financial statements submitted to each other, other than changes in the ordinary course of New Yorkbusiness transactions. k) Neither party hereto has any material governmental taxes or assessments due incident to its properties or business operations other than what has already been disclosed to the other party on financial statements already provided to the other party. Each party hereto has paid any and all income or other taxes due in respect to its business and properties, and neither party is in material default in filing any tax returns, forms or reports which are required to have been filed prior to the date of this Agreement. l) Each corporation has good and marketable title to any assets owned by it, free and clear of all mortgages, liens or encumbrances except for any reflected in the financial statements of either party hereto. m) All corporation record books, financial records, minute books and other corporate documents or financial statements of each party hereto shall be made available to the other party prior to the closing of this business combination. n) Each party hereto has complied with all state and federal laws and regulations regarding their respective incorporations and past issuances and/or sales of securities, and no contingent liability exists against either corporate party hereto regarding such incorporations or issuances of securities. o) Neither corporate party hereto has any material outstanding debt other than what has been disclosed to the other party in financial statements or other written disclosure provided prior to the execution of this Agreement. p) As of the date hereof, and as of the Closing Date, each corporate party hereto will have, to the best of their respective knowledge and belief, disclose to each other all events, conditions and facts materially affecting the business and prospects of each corppration hereto; and neither party has now, and will not at the Closing Date, have withheld knowledge of any such events, conditions and facts which it knows, or has reasonable grounds to know, may materially affect the business, worth or prospects of such party. q) The record of all issuances and transfers of common stock of 1-800 have been maintained by its independent transfer agent in good and current order and accurately reflects the record ownership of all issued and outstanding common stock of 1-800. In addition, prior to closing of this Agreement, ISA will sumbit a record of all stock ownership of ISA common stock which will likewise reflect the record ownership of all issued and outstanding common stock of ISA in good, current, and accurate order. r) 1-800 is in good standing under with the NASD Bulletin Board and its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and stock is available for quoting by market makers who desire to enter into this Agreement such quotation system and the conduct market-making transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated hereinin 1-800 common stock. 3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law.)

Representations and Warranties of Parties. 3.1 Municipal Each Party warrants that during the Term of the Agreement it shall: obtain and meet all the requirements of all Permits and Licenses for which the Party is responsible to obtain and meet; act in line with the Applicable Law and will not cause the other Party to infringe the Applicable Law or this Agreement through intentional actions and omissions; and ▇▇▇▇▇ the other Party all the necessary documents, records, certificates and any other information with respect to the scope of this Agreement upon the other Party’s reasonable request (and with respect to the request made to the other Party by a Competent Authority as above-referenced), and shall submit to any Competent Authority all the documents, records, certificates or other information with respect to the scope of this Agreement that may be requested time to time from the Competent Authority. The Concessionaire and/or the Bidder declares and warrants the Contracting Authority as follows: is duly organized, duly registered and in good financial situation, as per the Applicable Law; is a municipal corporation duly organized special purpose vehicle (SPV) and validly existing under its commercial activities are limited to those necessary to meet Concessionaire’s obligations in the laws framework of this Agreement, throughout its Term; is competent to: sign this agreement and any other associated documents in which the State of New York. Municipal Concessionaire is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into a party to; implement this Agreement and any other associated document, as required by this Agreement; and meet its own obligations under this Agreement and undertake all the transactions contemplated herein necessary steps to authorize its signing, implementation and perform execution; signing, implementation, and carry out all covenants fulfillment of the obligations referenced in article 9.2(c) do not infringe or contradict any Applicable Law, provision of statutory documents, court order or decision, or any Competent Authority order or decision applicable to its assets or contractual obligations affecting the Concessionaire or any of its assets; has signed this Agreement and its obligations on its part to be performed under and pursuant to this Agreement, which consist of legal obligations that are valid, implementable and executable in line with the relevant conditions pursuant to the laws applicable to bankruptcy, reorganization, insolvency, moratorium or other similar laws that affect the creditor in general; there has been no case of default (or case that through notification and/or lapse of time would consist of default) related to it and that such a case would not be caused by its entry in the Agreement or the fulfillment of its obligations hereunder; no lawsuit or judicial, arbitration or administrative procedure before a court, tribunal, governmental body, agency, official or arbiter has started, or, to its knowledge, has not been claimed to start against it or its Affiliates, which, if resolved not in its favor, would cause a negative material change in the financial situation of this Party, or its skill to meet its obligations according to this Agreement, or would affect lawfulness, validity or implementability of this Agreement; is duly authorized to execute not grounded in any declaration of the other Party, other than those expressly provided for in this Agreement. The Contracting Authority shall represent and deliver guarantee as follows: has signed this Agreement and consummate the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, which consist of legal obligations that are valid, implementable and executable in line with the conditions foreseen in this contract; enjoys full and valid property rights on the Site; has not alienated the Site or any part thereof; HPPs and/or drainage channels whose activity affects or is duly authorized related to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing site are functional; has followed all covenants and obligations on its part the legal procedures in relation to be performed under and pursuant to this Agreement; (b) upon the acceptance organization of the terms of this Agreement by FERCbidding procedure and Concessionaire selection, and has met the execution and delivery of this Agreement, the consummation legal obligations in consultation with other competent authorities in relation to these procedures (if applicable); compatibility of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any documentation of the termsContracting Authority, made available in the real conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any situation of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawSite.)

Representations and Warranties of Parties. 3.1 Municipal (a) The Seller/Servicer hereby represents and warrants as of the Closing Date: (i) CitiMortgage is a municipal corporation corporation, duly organized and organized, validly existing under the laws of the State of New York. Municipal is qualified to do business under the laws of the State of New York, is and in good standing under the laws of the State of New York, and Citibank is a national banking association. Each of CitiMortgage and Citibank has the power to own its respective assets and to transact the business in which it is currently engaged. Seller/Servicer is duly qualified to do business and is in good standing in each jurisdiction in which the character of its business or any properties owned or leased by it requires such qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of Seller/Servicer. (ii) Seller/Servicer has the power and authority to own its properties, to carry on its business as now being conducted, execute and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to deliver this Agreement, and is duly authorized to execute and deliver this Agreement and consummate perform all of the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized has taken all necessary action to execute authorize the execution, delivery, and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery performance of this Agreement. This Agreement has been duly authorized, the consummation of the transactions contemplated herein including the fulfillment of executed and compliance with the provisions of delivered by Seller/Servicer and when executed and delivered by ▇▇▇▇▇▇▇ Mac, this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and legally binding obligation of Seller/Servicer enforceable in accordance with its terms, except as such enforceability may be limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganizationbankruptcy, insolvency, liquidationreorganization, readjustment of debt, moratorium, or moratorium and other similar laws affecting the enforcement of creditors’ rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party general and by general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). (iii) Seller/Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau, or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement, except for consents, licenses, approvals or authorizations, or registrations or declarations that have been obtained or filed, as the case may be, before the Closing Date, and are in full force and effect. (iv) The execution, delivery, and performance of this Agreement by Seller/Servicer will not violate the formation and organization documents of Seller/Servicer or any existing law or regulation or any order, judgment, writ, injunction, award or decree of any court applicable to Seller/Servicer, or constitute a material breach of any mortgage, indenture, contract, or other agreement to which Seller/Servicer is a party or by which Seller/Servicer may be bound. (v) No litigation or administrative proceeding (of any nature, including, without limitation, actions, lawsuits and investigations) of or before any court, tribunal, or governmental body is currently pending, or to the knowledge of Seller/Servicer, threatened, against Seller/Servicer or any of its properties, except for (x) those proceedings expressly disclosed in writing to ▇▇▇▇▇▇▇ Mac prior to the Closing Date and/or (y) those proceedings which, whether singularly or when taken in the aggregate, do not and will not either effect the Seller/Servicer’s execution and delivery of this Agreement or the ability of the Seller/Servicer to fully perform its obligations under this Agreement. (vi) Seller/Servicer is the sole obligor with respect to the Released Obligations and Claims being released hereunder, and it has not conveyed or assigned any interest therein to any Person not a Party hereto. (vii) Citibank’s execution and delivery of this Agreement has been approved by an officer of Citibank who was duly authorized by the board of directors of Citibank to enter into such types of transactions. In addition, Citibank represents and warrants that it (or any successor thereto) shall, and hereby covenants to, continuously maintain all components of such agreement or undertaking as an official record of such entity. (viii) In entering into this Agreement and the settlement contemplated hereunder, Seller/Servicer understands the risks and liabilities of entering into this Agreement, it has relied upon its own investigation and analysis of the facts and not on any statement or representation made by ▇▇▇▇▇▇▇ Mac in choosing to enter into this Agreement, and it specifically does not rely upon any statement, representation, or promise of ▇▇▇▇▇▇▇ Mac that is not expressly contained in this Agreement. (ix) Seller/Servicer is not entering into the transactions contemplated hereby with the intent of hindering, delaying or defrauding any of its respective current or future creditor or creditors. (x) The Released Obligations and Claims (and the other benefits to Seller/Servicer under this Agreement) constitute the reasonably equivalent value of, and the fair consideration for, the obligations of Seller/Servicer under this Agreement. Seller/Servicer is (and after giving effect to the transactions contemplated by this Agreement, will be)

Representations and Warranties of Parties. 3.1 Municipal Producer is a municipal corporation Corporation duly organized and validly existing under the laws of the State of New YorkDelaware. Municipal Producer is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid Niagara Mohawk is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal Producer and National Grid Niagara Mohawk each represents represent that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law.)

Representations and Warranties of Parties. 3.1 Municipal is 18.1 Co-Participant represents and warrants to NYPA as follows: (i) it is, as set forth in the preamble to this Agreement a municipal corporation duly organized or a similar entity organized, existing and validly existing under the laws of the State of New York. Municipal is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State state of New York, York and authorized to conduct business in the state(s) in which authorization may be required to perform its obligations under this Agreement. (ii) it has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into and perform this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; . (biii) upon the acceptance of the terms of it has taken all action required by Applicable Law and its governing documents, including its organizational documents, in order to approve, execute and deliver this Agreement by FERC, Agreement. (iv) the execution and delivery of this AgreementAgreement by it, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated herein including the fulfillment of do not and compliance with the provisions of this Agreement will not conflict with (i) contravene in any material respect any Applicable Law in effect on the date hereof, or (ii) result in a material breach or violation of any of the terms and provisions of, or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulationunder, any orderindenture, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenturemortgage, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness trust or any other agreement or instrument in effect on the date hereof and to which it the Party is a party or by which it or any of its property is bound bound. (v) except as otherwise expressly provided in this Agreement, or any approvals, consents, or authorizations required in connection with the design, construction and operation of the Project, no approval, consent or authorization of any Governmental Authority or other Person is required for the execution and delivery by it of this Agreement, or the performance by it of its obligations hereunder, except for those approvals, consents or authorizations that have been given or obtained by it and are in full force and effect or which it expects to obtain in the ordinary course. (a) NYPA represents and warrants to Co-Participant as follows: (i) it is, as set forth in the preamble to this Agreement, a political subdivision of the State of New York, existing and in good standing under the laws of the state of New York and authorized to conduct business in the state(s) in which authorization may be required to perform its obligations under this Agreement. (ii) it has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement. (iii) Except as set forth in Section 2.1(c), it has taken all action required by Applicable Law and its governing documents, including its organizational documents, in order to approve, execute and deliver this Agreement. (iv) the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated herein do not and will not (i) contravene any Applicable Law in effect on the date hereof, or (ii) result in a breach or violation of or a default under any of the foregoing; terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement in effect on the date hereof and to which the Party is a party or by which it or its property is bound. (cv) unless except as otherwise expressly provided in this Agreement, or any approvals, consents, or authorizations required in connection with the design, construction and operation of the Project, no approval, consent or authorization of any Governmental Authority or other Person is required for the execution and delivery by it of this Agreement, or the performance by it of its obligations hereunder, except for those approvals, consents or authorizations that have been given or obtained by it and are in full force and effect or which it expects to obtain in the ordinary course. (b) NYPA represents, warrants and covenants to Co-Participant that, under its enabling act, it is not entitled to raise the defense of sovereign immunity with respect to claims arising out of this Agreement is materially modified by as to it and its property in respect of the enforcement and execution of any court award or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable other relief (pecuniary or otherwise) rendered against it in accordance with its terms, except as limited by the provisions of this Agreement and NYPA hereby expressly waives any subsequent order such defense of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable sovereign immunity to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawfull extent permitted under Applicable Law.)

Representations and Warranties of Parties. ‌‌ 3.1 Municipal is a municipal corporation duly organized and validly existing under the laws of the State of New York. Municipal is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal and National Grid each represents that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law.)

Representations and Warranties of Parties. 3.1 Municipal Producer is a municipal corporation Corporation duly organized and validly existing under the laws of the State of New YorkDelaware. Municipal Producer is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.2 National Grid Niagara Mohawk is a corporation duly organized, validly existing and qualified to do business under the laws of the State of New York, is in good standing under its certificate of incorporation and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein. 3.3 Municipal The Producer and National Grid Niagara Mohawk each represents represent that: (a) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement; (b) upon the acceptance of the terms of this Agreement by FERC, the execution and delivery of this Agreement, the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law.)

Representations and Warranties of Parties. 3.1 Municipal Each Party hereby makes, as of the date hereof, and will be deemed to have made as of the Closing, the following representations and warranties to the other Parties: (a) it is a municipal corporation duly organized and formed, validly existing under the laws of the State of New York. Municipal is qualified to do business under the laws of the State of New York, is and in good standing under the laws Laws of the State state of New Yorkits formation and, if required by Law, is duly qualified to conduct business and is in good standing in each jurisdiction in which ownership of its property or the character of its business requires such qualification; (b) it has the full corporate, limited liability company, partnership (limited or general), trust or other applicable power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate to perform its obligations hereunder and all necessary consents and actions by the transactions contemplated herein. 3.2 National Grid is a corporation duly organizedboard of directors, validly existing shareholders, managers, members, partners, trustees, beneficiaries or other Persons necessary for the due authorization, execution, delivery and qualified to do business under performance of this Agreement and, as applicable, the laws of Company A&R LLC Agreement, the State of New York, is in good standing under its certificate of incorporation Operating and the laws of the State of New York, has the corporate authority to own its properties, to carry on its business as now being conducted, and to enter into this Administrative Services Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this AgreementCommercial Agreements, and is by such Party have been duly authorized taken or received, as applicable; (c) except for compliance with the requirements of the HSR Act, no consents (other than those previously obtained) are required from any Person for such Party to execute and deliver this Agreement or, as applicable, the Company A&R LLC Agreement, the Operating and consummate Administrative Services Agreement and the transactions contemplated herein. 3.3 Municipal Commercial Agreements and National Grid each represents that: (a) it is not prohibited from entering into to perform its obligations hereunder and thereunder, and such Party has duly executed and delivered this Agreement, and this Agreement is (and, upon execution, as applicable, the Company A&R LLC Agreement, the Operating and discharging Administrative Services Agreement and performing all covenants the Commercial Agreements will be) enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, moratorium, insolvency and obligations on its part to be performed under other applicable Laws generally affecting creditors’ rights and pursuant to this Agreement; general principles of equity (bwhether applied in an Action in a court of law or equity); (d) upon assuming compliance with the acceptance requirements of the terms HSR Act, its authorization, execution, delivery and performance of this Agreement by FERCdoes not (and, as applicable, its execution, delivery and performance of the Company A&R LLC Agreement, the execution Operating and delivery Administrative Services Agreement and the Commercial Agreements will not) conflict with, violate or constitute a breach under (and will not constitute a conflict, violation of this Agreementbreach with the passage of time, the giving of notice or both) under (i) any charter instrument or other agreement or instrument governing such Party, (ii) any material obligation under any material agreement or arrangement to which such Party is a party or by which any of its assets are bound or (iii) any Law applicable to such Party or its assets or properties; and (e) it has not, directly or indirectly, entered into any Contract with any Person that would obligate any Party hereto, or any of their respective Affiliates, to pay any commission, brokerage fee or “finder’s fee” in connection with the consummation of the transactions contemplated herein including the fulfillment of and compliance with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, or any contractual limitation, corporate restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; and (c) unless this Agreement is materially modified by any court or appropriate regulatory authority having jurisdiction and subsequently terminated, this Agreement shall be a legal, valid and binding obligation enforceable in accordance with its terms, except as limited by any subsequent order of any court or appropriate regulatory authority having jurisdiction, or by any applicable reorganization, insolvency, liquidation, readjustment of debt, moratorium, or other similar laws affecting the enforcement of rights of creditors generally as such laws may be applied in the event of a reorganization, insolvency, liquidation, readjustment of debt or other similar proceeding of or moratorium applicable to the Party and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawhereby.)