Ti	=	Representations and Warranties
1.Ti	=	Seller’s Representations and Warranties
1.0.sec	=	Seller hereby represents and warrants that as of the date hereof:
1.1.sec	=	Seller is an [which state] corporation, duly organized, validly existing and in good standing under the laws of the State of ______, and is qualified to perform its obligations under this Agreement in [state where facility is located] and in each other jurisdiction where the failure to so qualify would have a material adverse effect upon the business or financial condition of Seller; and Seller has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver, and perform its obligations under this Agreement.
1.2.0.sec	=	The execution, delivery, and performance of its obligations under this Agreement by Seller have been duly authorized by all necessary corporate action, and do not and will not:
1.2.1.sec	=	require any consent or approval of Seller’s members other than that which has been obtained and is in full force and effect;
1.2.2.sec	=	violate any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to Seller or violate any provision in any charter documents of Seller, the violation of which could have a material adverse effect on the ability of Seller to perform its obligations under this Agreement;
1.2.3.sec	=	result in a breach or constitute a default under Seller’s charter documents, or under any agreement relating to the management or affairs of Seller or any indenture or loan or credit agreement, or any other agreement, lease, or instrument to which Seller is a party or by which Seller or its properties or assets may be bound or affected, the breach or default of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement; or
1.2.4.sec	=	result in, or require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest, or other charge or encumbrance of any nature (other than as may be contemplated by this Agreement) upon or with respect to any of the assets or properties of Seller now owned or hereafter acquired, the creation or imposition of which could reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligation under this Agreement.
1.2.	=	[G/Z/ol-i/s4]
1.3.sec	=	This Agreement is a valid and binding obligation of Seller.
1.4.sec	=	The execution and performance of this Agreement will not conflict with or constitute a breach or default under any contract or agreement of any kind to which Seller is a party or any judgment, order, statute, or regulation that is applicable to Seller or the Facility.
1.5.sec	=	To its best knowledge, all approvals, authorizations, consents, or other action required by any governmental authority to authorize Seller’s execution, delivery, and performance under this Agreement have been duly obtained and are in full force and effect.
1.	=	[G/Z/ol-a/s5]
2.Ti	=	BPA’s Representations and Warranties
2.0.sec	=	BPA hereby represents and warrants the following:
2.1.sec	=	BPA is authorized by Federal law, including the Northwest Power Act and other applicable laws, to dispose of electric power generated at various Federal hydroelectric projects in the Pacific Northwest or acquired from other resources, including wind energy facilities.
2.2.0.sec	=	The execution and performance of BPA’s obligations under this Agreement has been duly authorized by all necessary agency action, and does not and will not:
2.2.1.sec	=	require any further agency consent or approval;
2.2.2.sec	=	to the knowledge of BPA, violate any provision of Federal law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award currently in effect having applicability to BPA, or conflict with or constitute a breach or default under any contract or agreement of any kind to which BPA is a party, the violation, conflict, or breach or default of which could have a material adverse effect on the ability of BPA to perform its obligations under this Agreement. (3) This Agreement is a valid and binding obligation of BPA.
2.2.	=	[G/Z/ol-i/s2]
2.	=	[G/Z/ol-a/s2]
	=	[G/Z/ol/2]