Common use of General Representations Clause in Contracts

General Representations. Each of the Parties represents and warrants to and for the benefit of the other Parties as follows: 16.1.1 each of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each of them (which is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery of this Agreement by it, nor the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (the "Documents"); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties represents Partners repress and warrants to and for the benefit of the other Parties as follows: 16.1.1 each Partner that (a) the execution, delivery and performance of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each of them its ancillary documents attached hereto as Exhibits (which is a corporationAncillary Documents) has taken or obtained have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of it, (b) the execution, delivery and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery performance of this Agreement by it, nor the consummation and Ancillary Documents will not result in a breach or violation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of default under its memorandum of association, articles of associationincorporation or partnership agreement, bye laws or under any loan or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 under any statute, rule, regulation, order or other law to which it or any of its properties is subject, (c) this Agreement and those Ancillary Documents to which it is a party are legal, valid and binding obligations of it, enforceable against it in accordance with their terms and conditions, (d) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all actionsnecessary power and authority to own its property and carry on its business as presently conducted (including in the manner contemplated by this Agreement and Ancillary Documents) and is duly qualified to do business and is in good standing in all jurisdictions which the ownership or use of its property or its activities presently make such qualification necessary, conditions except for such jurisdictions in which the failure to be so qualified or in good standing would not materially impair its obligations pursuant to this Agreement, (e) all authorizations, approvals and things consents, if any, required to be takenobtained from, fulfilled and done including the obtaining of any authorisationsall registrations, declarations and filings, registrationif any, documentation required to be made with, all governmental authorities and regulatory bodies and all other persons or claim in order: (a) entities to enable permit it to lawfully enter intoexecute and deliver, exercise and to perform its rights and perform and comply with its respective obligations obligations, under this Agreement; and (b) to ensure that those obligations are legally binding Agreement and enforceable Ancillary Documents have been doneobtained or made and all such authorizations, fulfilled approvals, consents, registrations, declarations and obtained filings are in full force and there has effect, and all terms and conditions contained in or existing in respect of, such authorizations, approvals, consents, registrations, declarations and filings, have, to the extent necessary prior to the date of execution and delivery hereof and thereof, been no default duly satisfied and performed, (f) neither it nor any of its partners or shareholders in the observance hands of the conditions a receiver or restrictions has committed an act of bankruptcy, and (if any imposedg) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings judgments, orders, or outstanding commitments decrees of any kind against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition unpaid or application in its respective country unsatisfied of incorporation record nor any legal action, suit or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration other legal or administrative proceedings are current proceeding pending before any court or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) administrative agency which has or could would have a material adverse effect on itits financial condition.

General Representations. Each The Governmental Lender makes the following representations as the basis for the undertakings on its part herein contained: (a) The Governmental Lender is a political subdivision and body corporate and politic, organized and existing under the laws of the Parties represents and warrants to and for the benefit State of the other Parties as follows:California. 16.1.1 each of them (which is a corporationb) is a company with limited liability duly registered and validly existing under its law of incorporation, and The Governmental Lender has the all necessary power and authority to own assets enter into the Funding Loan Documents to which it is a party (the “Governmental Lender Documents”), and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise perform its rights duties and perform and comply with discharge its obligations under this Agreement hereunder and each thereunder. (c) To the best knowledge of them (the Governmental Lender, the Governmental Lender has complied with the provisions of the Act and the laws of the State which is a corporation) has taken or obtained all necessary corporate and other action are prerequisites to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery of this Agreement by it, nor the consummation of the transactions on the part of the Governmental Lender contemplated hereby or thereby will:by the Governmental Lender Documents. (ad) (where it is a corporation) violate any provision To the best knowledge of its memorandum the Governmental Lender, the execution and delivery by the Governmental Lender of associationthe Governmental Lender Documents, articles the consummation of association, bye laws the transactions on the part of the Governmental Lender contemplated thereby and the fulfillment of or other constitutive documents; (b) conflict compliance with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or the terms and conditions thereof by which its properties or assets is bound or affected; or (c) the Governmental Lender do not conflict with or result in any the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation judgment, order or decree to which it the Governmental Lender is now a party or by which it is bound, nor do they constitute a default under any of the foregoing or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature upon any property or assets of the Governmental Lender under the terms of any instrument or agreement. (e) The revenues and receipts to be derived from the Borrower Loan Agreement, the Borrower Note and this Funding Loan Agreement have not been pledged previously by the Governmental Lender to secure any of its properties notes or assets is bound or affected; 16.1.4 all actionsbonds other than the Funding Loan as evidenced by the Governmental Lender Note. THE GOVERNMENTAL LENDER MAKES NO REPRESENTATION, conditions and things required to be takenCOVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR THE PROJECT AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS, fulfilled and done including the obtaining of any authorisationsMATERIALS, filingsREPRESENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE FUNDING LOAN OR THE BORROWER LOAN, registrationOR AS TO THE CORRECTNESS, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on itCOMPLETENESS OR ACCURACY THEREOF.

General Representations. Each of the Parties Partners represents and warrants to and for the benefit of the other Parties as follows: 16.1.1 each Partner that (a) the execution, delivery and performance of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each of them its ancillary documents attached hereto as Exhibits (which is a corporation"Ancillary Documents") has taken or obtained have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of it, (b) the execution, delivery and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery performance of this Agreement by it, nor the consummation and Ancillary Documents will not result in a breach or violation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of default under its memorandum of association, articles of associationincorporation or partnership agreement, bye laws or under any loan or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 under any statute, rule, regulation, order or other law to which it or any of its properties is subject, (c) this Agreement and those Ancillary Documents to which it is a party are legal, valid and binding obligations of it, enforceable against it in accordance with their terms and conditions, (d) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all actionsnecessary power and authority to own its property and carry on its business as presently conducted (including in the manner contemplated by this Agreement and Ancillary Documents) and is duly qualified to do business and is in good standing in all jurisdictions which the ownership or use of its property or its activities presently make such qualification necessary, conditions except for such jurisdictions in which the failure to be so qualified or in good standing would not materially impair its obligations pursuant to this Agreement, (e) all authorizations, approvals and things consents, if' any, required to be takenobtained from, fulfilled and done including the obtaining of any authorisationsall registrations, declarations and filings, registrationif any, documentation required to be made with, all governmental authorities and regulatory bodies and all other persons or claim in order: (a) entities to enable permit it to lawfully enter intoexecute and deliver, exercise and to perform its rights and perform and comply with its respective obligations obligations, under this Agreement; and (b) to ensure that those obligations are legally binding Agreement and enforceable Ancillary Documents have been doneobtained or made and all such authorizations, fulfilled approvals, consents, registrations, declarations and obtained filings are in full force and there has effect, and all terms and conditions contained in or existing in respect of, such authorizations, approvals, consents, registrations, declarations and filings have, to the extent necessary prior to the date of execution and delivery hereof and thereof, been no default duly satisfied and performed, (f) neither it nor any of its partners or shareholders in the observance hands of the conditions a receiver or restrictions has committed an act of bankruptcy, and (if any imposedg) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings judgments, orders, or outstanding commitments decrees of any kind against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition unpaid or application in its respective country unsatisfied of incorporation record nor any legal action, suit or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration other legal or administrative proceedings are current proceeding pending before any court or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) administrative agency which has or could would have a material adverse effect on itits financial condition.

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (the "Documents"); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary’s Note, Mortgage, Financial Agreement, and Depository Agreement (the “Documents”); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner’s knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties The Shipowner’s hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) the Shipowner’s is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner’s has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner’s had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary’s Note, Mortgage, Financial Agreement, and Depository Agreement (the “Documents”); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner’s and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner’s, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner’s of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner’s and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner’s is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner’s is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner’s knowledge, threatened, involving the Shipowner’s or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner’s of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties Seller represents and warrants to and for the benefit Buyer as of the other Parties as followsEffective Date that: 16.1.1 each of them (which i) Seller is a corporation) is a company with limited liability duly registered organized and validly existing as a limited liability company under its law the laws of incorporationthe State of Delaware, and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary; (ii) Seller has the legal power and authority to own assets make and carry out this Agreement and to conduct the business which it conductsperform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; 16.1.2 each (iii) this Agreement has been duly and validly executed and delivered by Seller and, as of them has the power Effective Date, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to enter intothe extent that its enforceability may be limited by bankruptcy, exercise insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; (iv) there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened in writing against Seller or its rights and Affiliates, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability to perform and comply with its obligations under this Agreement and each of them (which is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither (v) the execution nor execution, delivery and performance of this Agreement by it, nor the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) Seller will not conflict with or violate its governing documents, any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) underApplicable Laws, or give to others any rights of terminationcovenant, acceleration agreement, understanding, decree or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation order to which it Seller is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions(vi) there is no proceeding under applicable bankruptcy or insolvency law contemplated by Seller or, conditions and things required to be takenSeller’s knowledge, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order:threatened against it; (avii) neither it nor any of its employees, agents, or representatives have offered or given, or will offer or give, any gratuities to enable it to lawfully enter intoBuyer’s employees, exercise its rights and perform and comply with its respective obligations agents or representatives for the purpose of securing the Agreement or securing favorable treatment under this Agreement; (viii) Seller or its Affiliates have or will have all legal rights necessary for the Seller to enter upon and occupy the Site for the purpose of constructing, operating and maintaining the Facility for the Term. Seller shall maintain all leases or other land grants necessary for the construction, operation and maintenance of the Facility as valid for the Term; and (bix) Seller or its Affiliate have engaged those professional or other experts it reasonably believes necessary to ensure understand its rights and obligations pursuant to this Agreement. All professionals or experts including engineers, attorneys or accountants, that those obligations are legally binding and enforceable Seller or its Affiliate may have consulted or relied on in undertaking the transactions contemplated by this Agreement have been done, fulfilled solely those of Seller or such Affiliate. In entering into this Agreement and obtained and there has been no default in the observance undertaking by Seller of the conditions obligations set forth in this Agreement, Seller has investigated and determined that it is capable of performing under this Agreement and has not relied upon the advice, experience or restrictions (if any imposed) in or expertise of Buyer in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under transactions contemplated by this Agreement or (ii) which has or could have a material adverse effect on itAgreement.

General Representations. Each of the Parties Seller represents and warrants to warrants, on the Agreement Date or the date of its Seller Accession Agreement (as applicable) and for the benefit date of each Offer that that Seller makes (or is made on its behalf by the other Parties as follows:Sellers' Agent): 16.1.1 each of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and 7.1.1 it has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and under, each of them (Transaction Document to which it is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreementparty; 16.1.3 neither 7.1.2 the execution nor delivery of this Agreement obligations expressed to be assumed by itit under each Transaction Document to which it is a party are legal, nor valid, binding and enforceable; 7.1.3 the consummation of entry into and performance by it of, and the transactions contemplated hereby or thereby willby, each Transaction Document to which it is a party do not and will not conflict with: (a) any law or regulation applicable to it (where it is a corporation) violate including, without limitation, any provision anti-bribery and corruption laws, laws related to the prevention of its memorandum of associationmoney laundering and terrorist financing, articles of association, bye Sanctions and export controls laws (including any requirement for import or other constitutive documentsexport licenses)); (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affectedconstitutional documents; or (c) conflict with any agreement or result in any breach of instrument binding upon it or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties assets; 7.1.4 no Insolvency Event has happened (or assets pursuant to any is pending or threatened) in respect of that Seller; 7.1.5 in connection with this Agreement and the terms, conditions or provisions fulfilment of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation its obligations under each Transaction Document to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in orderparty: (a) it has not violated and shall not violate any applicable anti-bribery and anti-corruption laws and regulations, including, but not limited to, any relevant provision of any applicable anti-bribery laws and regulations in force in the jurisdiction where it and the Bank are domiciled and operate (“Anti-Bribery Laws”); (b) it is not, and undertakes that it shall not, engage in the following conduct: making of payments or transfers of value, offers or promises or giving of any financial or other advantage, or requests, agreements to enable receive or acceptances of any financial or other advantage, either directly or indirectly, having the purpose, effect or acceptance of, or acquiescence in, public or commercial bribery or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity; and (c) it to lawfully enter into, exercise shall procure the compliance with the above obligations from its rights and perform and comply with own associated persons or agents as may be used for its respective fulfilment of obligations under this Agreement; and 7.1.6 neither it nor any of its subsidiaries, directors, officers, employees, agents, or affiliates is a person that is, or is owned or controlled by any individual or entity (each a “Person”) that is: (a) the subject of any Sanctions issued, administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or the Hong Kong Monetary Authority (collectively, “Sanctions”); or (b) to ensure located, organised or resident in a country or territory that those obligations are legally binding and enforceable have been doneis, fulfilled and obtained and there has been no default in or whose government is, the observance subject of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakingsSanctions; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as 7.1.7 it is aware, threatened (i) to restrain in compliance and shall comply with all applicable data protection and other laws for the entry into, exercise of its rights under same or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.similar purpose in all relevant jurisdictions. ​ ​ ​ ​

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Administrator's Note, Mortgage, Financial Agreement, and Depository Agreement (the “Documents”); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner’s knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties Seller represents and warrants to warrants, on the date of this Agreement or the date of its Seller Accession Agreement (as applicable) and for the benefit date of each Offer that that Seller makes (or is made on its behalf by the other Parties as follows:Sellers’ Agent): 16.1.1 each of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and 7.1.1 it has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and under, each of them (Transaction Document to which it is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreementparty; 16.1.3 neither 7.1.2 the execution nor delivery of this Agreement obligations expressed to be assumed by itit under each Transaction Document to which it is a party are legal, nor valid, binding and enforceable; 7.1.3 the consummation of entry into and performance by it of, and the transactions contemplated hereby or thereby willby, each Transaction Document to which it is a party do not and will not conflict with: (a) any law or regulation applicable to it (where it is a corporation) violate including, without limitation, any provision anti-bribery and corruption laws, laws related to the prevention of its memorandum of associationmoney laundering and terrorist financing, articles of association, bye Sanctions and export controls laws (including any requirement for import or other constitutive documentsexport licenses)); (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affectedconstitutional documents; or (c) conflict with any agreement or result in any breach of instrument binding upon it or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties assets; 7.1.4 no Insolvency Event has happened (or assets pursuant to any is pending or threatened) in respect of that Seller; 7.1.5 in connection with this Agreement and the terms, conditions or provisions fulfilment of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation its obligations under each Transaction Document to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in orderparty: (a) it has not violated and shall not violate any applicable anti-bribery and anti-corruption laws and regulations, including, but not limited to, any relevant provision of any applicable anti-bribery laws and regulations in force in the jurisdiction where it and the Bank are domiciled and operate (“Anti-Bribery Laws”); (b) it is not, and undertakes that it shall not, engage in the following conduct: making of payments or transfers of value, offers or promises or giving of any financial or other advantage, or requests, agreements to enable receive or acceptances of any financial or other advantage, either directly or indirectly, having the purpose, effect or acceptance of, or acquiescence in, public or commercial bribery or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity; and (c) it to lawfully enter into, exercise shall procure the compliance with the above obligations from its rights and perform and comply with own associated persons or agents as may be used for its respective fulfilment of obligations under this Agreement; and 7.1.6 neither it nor any of its subsidiaries, directors, officers, employees, agents, or affiliates is a person that is, or is owned or controlled by any individual or entity (each a “Person”) that is: (a) the subject of any Sanctions issued, administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or the Hong Kong Monetary Authority (collectively, “Sanctions”); or (b) to ensure located, organised or resident in a country or territory that those obligations are legally binding and enforceable have been doneis, fulfilled and obtained and there has been no default in or whose government is, the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.​

General Representations. Each Provider represents, warrants and covenants, as applicable, that: (a) it has and shall maintain throughout the term of the Parties represents this Agreement all appropriate license(s) and warrants to and for the benefit of the other Parties as follows: 16.1.1 each of them certification(s) mandated by governmental regulatory agencies; (which is a corporationb) is a company with limited liability duly registered and validly existing under its law of incorporationit is, and has will remain throughout the power term of this Agreement, accredited by The Joint Commission or another applicable accrediting agency recognized by Company; (c) it is, and authority will remain throughout the term of this Agreement, in compliance with all applicable Federal and state laws and regulations related to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each the services to be provided hereunder, including, without limitation, statutes and regulations related to fraud, abuse, discrimination, disabilities, confidentiality, false claims and prohibition of them kickbacks; (d) it is certified to participate in the Medicaid and Medicare programs; (e) it has established an ongoing quality assurance/assessment program which includes, but is a corporationnot limited to, credentialing of employees and subcontractors and shall supply to Company the relevant documentation, including, but not limited to, internal quality assurance/assessment protocols, state licenses and certifications, Federal agency certifications and/or registrations upon request; (f) has taken all health care personnel employed by, associated or obtained all necessary corporate contracted with Provider who treat Members: (i) are and other action to authorise will remain throughout the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery term of this Agreement appropriately licensed and/or certified (when and as required by itstate law) and supervised, nor the consummation of the transactions contemplated hereby or thereby will: and qualified by education, training and experience to perform their professional duties; and (aii) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done act within the statutory period scope of their licensure or certification, as the case may be; 16.1.5 there ; (g) its credentialing, privileging, and re-appointment procedures are no pending proceedings or outstanding commitments against it which could have an adverse material impact on in accordance with its ability to perform its obligations herein; 16.1.6 it is not insolvent medical staffs by-laws, regulations, and policies, comply with The Joint Commission standards, meet the querying and reporting requirements of the National Practitioner Data Bank (where it is a corporate entity“NPDB”) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution and Healthcare Integrity and Protection Data Bank (or analogous proceedings“HIPDB”), and fulfill all applicable state and Federal standards; (h) this Agreement has been presented executed by its duly authorized representative; and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with executing this Agreement and performing its obligations under this Agreement hereunder shall not cause Provider to violate any term or (ii) which has covenant of any other agreement or could have a material adverse effect on itarrangement now existing or hereinafter executed.