Common use of Lessee’s Representations and Warranties Clause in Contracts

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. With respect to each Lease and its Equipment, Lessee hereby represents and warrants that to Lessor that: (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it Lessee has full power, authority and legal right to execute and deliver this the Lease and to perform its obligations under the terms hereofLease, and this all such actions have been duly authorized by appropriate findings and actions of Lessee’s governing body; (b) the Lease has been duly authorized executed and delivered by Lessee and constitutes a legal, valid and binding obligations obligation of Lessee Lessee, enforceable in accordance with its terms; ; (c) this the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not contravene any law, regulation or judgment affecting Lessee or result in a breach or violation of, nor constitute a default under, any breach of any agreement agreement, lease or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, to which Lessee is a condition to the performance of the terms hereof; party or by which Lessee’s properties may be bound or affected; (e) there is no action pending, or proceeding pending or threatened against Lessee before to the best of Lessee’s knowledge threatened, litigation of any court or administrative agency nature which might may have a materially material adverse effect on Lessee’s ability to perform its obligations under the business, financial condition or operations of LesseeLease; and (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provideda state, or will provide if requesteda political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's tax identification number’s obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporationformation, and duly qualified to do business, and will remain duly duty qualified during the term of this Lease, in each state where necessary to carry on its present business and operations including the jurisdictions where the Equipment will be located, as specified on each Schedule heretohereto except where failure to be so qualified would not have a Material Adverse Effect; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; , (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any material agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders shareholders, members or managers or partners, as applicable, or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have result in a materially adverse effect Material Adverse Effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, credit financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, provided or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it Lessee is a corporation legally incorporated and validly existing, in good standing standing, under the laws of the its state of incorporation set forth above, with full corporate power to enter into this Lease and to pay and perform all of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule heretoobligations hereunder; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized authorized, executed and delivered by Lessee and constitutes valid the valid, legal and binding obligations obligation of Lessee Lessee, enforceable in accordance with its terms; (c) no approval is required from any public regulatory body nor from any parent or affiliate of Lessee or from any other person, firm or corporation with respect to the entering into or performance of this Lease; (d) the entering into and performance of this Lease by Lessee, and the leasing of the Equipment hereunder by Lessee, and the payment by Lessee of the rent and all other obligations due hereunder, will not contravene any law, regulation or judgment affecting Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance in or upon any Equipment pursuant to, any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, to which Lessee is a condition to the performance of the terms hereofparty or by or under which Lessee may be bound; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the businessmortgage, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party other lien of any nature whatsoever which now covers or affects, or which may hereafter cover or affect any property or interest arising through Lessee therein of Lessee, now attaches or hereafter will attach to the Equipment leased hereunder or the Lease; (g) the Equipment in any manner affects or will remain at all times under applicable lawaffect adversely Lessor's right, removable personal property, free title and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correctinterest therein; and (if) there are no suits or proceedings pending, or, to the knowledge of Lessee has providedthreatened, in any court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee, which will provide if requested, have a material adverse effect on the financial condition or business of Lessee's tax identification number.;

Lessee’s Representations and Warranties. Each Co-Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporationformation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where necessary to carry on its present business and operations including the jurisdictions where the Equipment will be located, as specified on each Schedule heretohereto except where failure to be so qualified would not have a Material Adverse Effect; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Co-Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Co-Lessee or result in any breach of any agreement or other instrument binding on Co-Lessee; (d) no consent of Co-Lessee's shareholders shareholders, members or managers or partners, as applicable, or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Co-Lessee before any court or administrative agency which might have result in a materially adverse effect Material Adverse Effect on the business, financial condition or operations of Co-Lessee; (f) no deed of trust, mortgage or third party interest arising through Co-Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Co-Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correctcorrect in all material respects; and (i) Co-Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and warrants to Lessor that as of the date of this Lease and of each Schedule: (a) Lessee has adequate power and capacity to enter into this Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the "Documents"); the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete. (b) Lessee's entering into the Lease and leasing the Property does not and will not; (i) violate any judgment, order, or law applicable to the Lease, Lessee or Lessee's organizational documents; or (ii) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder. (c) All information and representations furnished by Lessee to Lessor concerning the Property are accurate and correct. (d) All financial data of Lessee or of any consolidated group of companies of which Lessee is a member ("Lessee Group"), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group. (e) If Lessee is a business entity, it is a corporation and will be validly existing and in good standing under the laws of the state of its incorporationorganization; the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberare genuine.

Lessee’s Representations and Warranties. As a material and essential further inducement for Lessor to enter into this Agreement, Lessee represents makes the following representations and warrants that warranties: (a) it is a corporation in good standing under neither the laws execution or delivery by Lessee of this Agreement, the Schedules of Equipment to be executed pursuant hereto, and all related instruments and documents, nor the consummation of any of the state transactions by Lessee contemplated hereby or thereby, requires the consent or the approval, the giving notice to, the registration with, or the taking of its incorporationany other action in respect of, and duly qualified to do businessany federal, and will remain duly qualified during the term of this Leasestate, in each state where the Equipment will be located, as specified on each Schedule heretoor foreign governmental authority or agency; (b) it has full authority this Agreement, the Schedules of Equipment to execute and deliver this Lease and perform the terms hereofbe executed pursuant hereto, and this Lease has been duly authorized all related instruments and constitutes documents, when entered into by Lessee, will constitute legal, valid and binding obligations of Lessee, enforceable against Lessee enforceable in accordance with its termsthe terms hereof and thereof; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) there are no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against actions or proceedings with Lessee as a party, and there are no pending or threatened actions or proceedings of which Lessee has knowledge, before any a court or administrative agency which might materially adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (d) the financial statements of Lessee which have a been furnished to Lessor in connection herewith have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly, accurately and completely present Lessee's financial condition and, if applicable, the results of its operations as of the date and for the period covered by such statements, and since the date of such statements there have been no materially adverse effect on the businesschanges in such conditions or operations; and (e) each Lease will be made, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) and the Equipment will remain at all times under applicable lawbe used by Lessee, removable personal propertyfor business or commercial purposes, free and clear of any lien not for personal, family or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberhousehold purposes.

Lessee’s Representations and Warranties. Lessee represents represents, warrants and warrants that covenants that: (aA) it Lessee (i) is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) is duly certificated as an air carrier of passengers under the state laws of its incorporation, the United States; and duly qualified to do business, (iii) holds a "certificate of convenience and will remain duly qualified during necessity issued by the term Civil Aeronautics Board" within the meaning of 11 U.S.C. Section 1110; (B) the execution and delivery by Lessee of this Lease, the Lease Supplement, the Initial Sublease and the Initial Sublease Assignment, the consummation by Lessee of the transactions contemplated herein and therein and compliance by Lessee with the terms and Provisions hereof are within Lessee's corporate powexx, xxxx xxx result in each state where a violation of Lessee's charter or by-laws as currently in effect; and will not conflict with, or result in a breach of any term or provision of, or constitute a default under, or result in the imposition of any Lien upon the Lease or any Item of Equipment will under, any indenture, mortgage, or other agreement or instrument to which Lessee is a party or by which it or any of its properties, is or may be locatedbound, or any existing applicable law, rule or regulation, or any judgment, order or decree, of any government, governmental instrumentality or court having jurisdiction over Lessee or any of its properties; (C) upon its delivery hereunder no Item of Equipment shall become subject to any Lien except for such, if any, as specified on is permitted by Section 15 hereof; (D) this Lease, the Lease Supplement, the Initial Sublease and the Initial Sublease Assignment have each Schedule hereto; (b) it has full authority to execute been duly authorized, executed and deliver this Lease and perform the terms hereofdelivered by Lessee, and this Lease has been duly authorized and constitutes are the legal, valid and binding obligations of Lessee, enforceable against Lessee enforceable in accordance with its their respective terms; , except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors' rights; (cE) neither the execution and delivery by Lessee of this Lease, Lease will not contravene any lawSupplement, regulation the Initial Sublease or judgment affecting Lessee or result in any breach the Initial Sublease Assignment, nor the consummation of any agreement of the transactions by Lessee contemplated hereby or other instrument binding on Lessee; (d) no thereby, requires the consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, or the giving of notice to, or the registration with, or the taking of any other action in respect of, the FAA, the Department of Transportation, the SEC, any court (including any bankruptcy court) or any other federal or state or foreign governmental agency authority or commissionagency, is a condition except for the filings referred to in Section 2.03 (B)(7), and filings pursuant to any routine recording or regulatory requirements applicable to Lessee. (F) except as disclosed in the prospectus dated October 30, 1986 of Texas Air, there are no suits or proceedings pending or, to the performance knowledge of the terms hereof; (e) there is no action or proceeding pending or Lessee, threatened against Lessee before any court or administrative regulatory commission, board or other governmental agency which which, in Lessee's opinion, might have a materially material adverse effect on the business, financial condition or operations business of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor ability of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberperform its obligations under this Agreement.

Lessee’s Representations and Warranties. 15.01 The Lessee represents and warrants that to and agrees with Lessor that: (a1) it the Lessee is and (except as expressly permitted here in below) shall continue to be a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation, is duly organized and validly existing in good standing under the laws of the state of its incorporation, is duly qualified to do businessand in good standing in all other jurisdictions in which Equipment may be located, and will remain duly qualified during is not exempt from United States income taxation; (2) the term Lessee's execution, delivery, and performance of this Lease, each Schedule, and the other documents herein contemplated have been (or if the same should be not yet executed and delivered, at the time of such execution and delivery, will have been) duly authorized by all necessary corporation action, will not result in each state where any breach, default or violation of or under the Equipment will Lessee's certificate of incorporation or bylaws or any agreement, order, or law by which the Lessee is or may be located, bound or its property is or may be affected; (3) this Lease as specified on well as each Schedule hereto; (band the other documents contemplated herein constitute or if the same should be not yet executed and delivered, at the time of such execution and delivery, will constitute) it has full authority to execute and deliver this Lease and perform the terms hereoflegal valid, and this Lease has been duly authorized and constitutes valid and binding obligations of the Lessee enforceable against the Lessee in accordance with its their respective terms; (c4) this Lease will not contravene any law, regulation or judgment affecting all financial statements and other information heretofore furnished by the Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of Lessor were when so furnished (or if the terms hereof; (esame shall be furnished hereafter, when so furnished shall be) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correctcomplete; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.and

Lessee’s Representations and Warranties. Lessee represents and warrants that that, (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will use its best efforts to remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) to the best knowledge of Lessee, this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or to the best knowledge of Lessee, filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) to its best knowledge, as of the date hereof, there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other personperson except the Lessor, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and warrants to Lessor that as of the date of this Lease and of each Schedule: (a) Lessee has adequate power and capacity to enter into this Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the "Documents"); the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete. (b) Lessee's entering into the Lease and leasing the Property does not and will not; (i) violate any judgment, order, or law applicable to the Lease, Lessee or Lessee's organizational documents; or (ii) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder. (c) All information and representations furnished by Lessee to Lessor concerning the Property are accurate and correct (d) All financial data of Lessee or of any consolidated group of companies of which Lessee is a member ("Lessee Group"), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group. (e) If Lessee is a business entity, it is a corporation and will be validly existing and in good standing under the laws of the state of its incorporationorganization; the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberare genuine.

Lessee’s Representations and Warranties. The Lessee hereby represents and warrants that to the Lessor, as on the date of this Lease Deed, which representation and warranty shall continue on each day for the entire Term as if made on each such day of the Term that: (a) The Lessee is an entity duly organized and validly existing in accordance with the Applicable Laws of India, has full power and authority to (i) enter into this Lease Deed; (ii) implement the Project; (iii) undertake the operation and management of the Hotel Premises and all related, ancillary and incidental activities; (iv) do all things necessary or appropriate in respect of the Hotel Premises; (v) execute, deliver, consummate the transactions and perform its obligations contemplated under this Lease Deed and the other documents, to which it is a corporation in good standing under party; and (vi) the laws execution and delivery of this Lease Deed by the Lessee and its compliance with or performance of the state terms and provisions of its incorporation, and duly qualified to do business, this Lease Deed does not and will remain duly qualified during not (a) contravene provisions of any Applicable Laws or agreement or document to which the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule heretoLessee is a party; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance conflict with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement of the terms and conditions of, or other constitute a potential event of default or event of default (howsoever such term is defined or described) under any deed, agreement, contract, instrument binding on Lesseeor arrangement to which it is a party or to which it may be subject; (c) result in the creation or imposition of any security interest over any present or future assets in favour of any third party; or (d) violate any provisions of its memorandum of association and articles of association. (b) There are no consent of Lessee's shareholders or holder of any indebtednessactions, suits, proceedings, or filing with, investigations pending or approval of, any governmental agency or commission, is a condition to the performance best of the terms hereof; (e) there is no action or proceeding pending or its knowledge threatened against the Lessee at law or in equity before any court or administrative agency before any other judicial, quasi‐judicial or other authority, which might have a materially adverse effect on may disrupt or interfere with the business, financial condition or operations Lessee’s possession of the Hotel Premises; implementation of the Project by the Lessee; or prohibit the Lessee from performing its obligations under this Lease Deed. The Lessee has no knowledge of any violation or default with respect to any other writ, judgment or any decree of any court or any legally binding order, including that of attachment, of any Governmental Authority, which may disrupt or interfere with the Lessee’s possession of the Hotel Premises; implementation of the Project by the Lessee; or prohibit the Lessee from performing its obligations under this Lease Deed. (c) The Lessee has all the necessary corporate approvals, permissions and other actions (i) to authorize the execution, delivery and performance by it of this Lease Deed each of such actions is in full force and effect; and (ii) for carrying out its operation including in New Delhi. (d) The Lessee is validly existing and no receiver, manager or administrative receiver has been appointed or to the best of the knowledge of the Lessee is likely to be appointed in respect of any part of the undertaking or property of the Lessee and that no resolution has been passed or proposed to be passed and that no petition has been presented for the winding‐up of the Lessee. (e) The obligations expressed to be assumed by it in this Lease Deed constitute its legal, valid, binding and enforceable obligations enforceable in accordance with its terms. This Lease Deed is admissible in evidence and in proper form for enforcement in all appropriate jurisdictions. (f) no deed of trust, mortgage or third party interest arising through The Lessee will attach to use the Equipment or Hotel Premises only for the Lease; use permitted under Clause 8.4 during the entire Term, in accordance with the provisions of this Lease Deed. (g) The Lessee has completed its due diligence in respect of the Equipment Hotel Plot and is satisfied with the title of the Lessor. Leasing Authority has the authority to monetize 3.70 Acres of land for the hotel. (h) The Lessee has inspected the Hotel Premises and has satisfied itself in all respects in relation thereto including as to the area, FAR, location, area and state thereof. (i) The Lessee has not dealt with any broker or agent in connection with the consummation of this Lease Deed and has not paid any bribes, amounts, brokerage, whether in cash or otherwise, to any Person including any officer or employee of the Lessor, to seek the lease granted hereunder. (j) The Lessee is in compliance in all respects with all Applicable Laws and Applicable Permits including those which are necessary or desirable in respect of the conduct of its business, the ownership of assets, in relation to the Hotel Premises or for the construction, development, completion, operation and management of the Hotel Premises. (k) All acts, conditions and things required to be done, fulfilled or performed, and that are necessary or desirable for (a) the due execution, entry, delivery of, performance by it of its obligations, and for the exercise of its rights under this Lease Deed; (b) ensuring the legality, validity, binding effect or enforceability and admissibility in evidence of this Lease Deed, in all relevant jurisdictions, (i) have been duly done, fulfilled, effected, obtained and performed or will remain at be; and (ii) are in full force and effect. (l) The Lessor and its respective officers, employees, Directors, representatives, contractors, agents and advisers shall observe the highest standard of ethics during the entire Term. (m) Neither the Lessee has nor any of its shareholders and their respective officers, employees, Directors, representatives, contractors, agents and advisers, directly or indirectly, or through any other Person, engaged in any Corrupt Practice, Fraudulent Practice, Coercive Practice, Undesirable Practice and/or Restrictive Practice in the bidding process for the allotment and lease of the Hotel Plot, the issuance of the Letter of Award or the execution of this Lease Deed. (n) The Lessee shall pay all times under applicable lawstamp duty and registration charges and related fees, removable personal propertycosts, free charges and clear expenses in respect of this Lease Deed and any lien or encumbrance in favor of Lessee other document pertaining to the lease or any other personcharges by whatever name called and to whomsoever payable in connection with or otherwise relating to the grant of the lease of the Hotel Plot. (o) All information provided by the Lessee to the Lessor till date is true, notwithstanding complete and accurate in all respects and is not misleading in any respect. Nothing has occurred or been omitted and no information has been given or withheld that results in the manner information provided to the Lessor being untrue or misleading in which the Equipment may be attached to any real property; respect. (hp) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) The Lessee has provided, or will provide if requested, Lessee's tax identification numberconducted its own independent assessment of the accuracy and completeness of all information relating to the Hotel Plot and the Lessor shall not be responsible in any manner whatsoever in relation to the same.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any material agreement or other material instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and warrants to Lessor that as of the date of this Lease and of each Schedule: (a) Lessee has adequate power and capacity to enter into this Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the "Documents"); the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete. (b) Lessee's entering into the Lease and leasing the Property does not and will not; (i) violate any Judgment order, or law applicable to the Lease, Lessee or Lessees organizational documents; or (ii) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder. (c) All information and representations furnished by Lessee to Lessor concerning the Property are accurate and correct. (d) All financial data of Lessee or of any consolidated group of companies of which Lessee is a member ("Lessee Group"), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group. (e) If Lessee is a business entity, it is a corporation and will be validly existing and in good standing under the laws of the state of its incorporationorganization; the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberare genuine.

Lessee’s Representations and Warranties. Lessee hereby represents and warrants that to Lessor as of the date of this Amendment that: 3.2.1. Lessee (ai) it is a corporation duly organized, validly existing and in good standing under the laws of the state State of Minnesota, U.S.A. and (ii) has the requisite company power and authority to enter into and perform its incorporationobligations under this Amendment; 3.2.2. the execution and delivery by Lessee of this Amendment, the consummation by Lessee of the transactions contemplated herein and compliance with the terms and provisions hereof and thereof are within Lessee's corporate powers, do not and will not result in a violation of Lessee's charter, by-laws or other constitutional documents as currently in effect; 3.2.3. the Lease, as amended by this Amendment, will constitute the legal, valid and binding and enforceable obligation of Lessee, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such proceeding is considered a proceeding in equity or at law); and 3.2.4. Lessee has received every consent, approval or authorization of, and duly qualified has given every notice to, each Governmental Authority having jurisdiction with respect to do businessthe execution, delivery or performance of this Amendment and the performance of the Lease, as amended by this Amendment, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; other Operative Agreement (bincluding all monetary and other obligations hereunder) it has full authority that is required for Lessee to execute and deliver this Lease Amendment and each other document to which it is a party, and to perform the terms hereoftransactions contemplated hereby and thereby, and this Lease has been duly authorized and constitutes each such consent, approval or authorization is valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will effective and has not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberbeen revoked.