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

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of each Lease Order as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Lease Order, and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability of the Lease Order; (b) The Lease Order and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is a party or by which it or its property is bound, or any law regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Lease Order, the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Lease Order; (e) There are no suits or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order or this Master Lease Agreement as incorporated therein by reference; and (f) There has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.

Lessee’s Representations and Warranties. Lessee represents, represents and warrants and certifies as of the date of execution and delivery of each Lease Order as followsthat: (ai) Lessee is a corporation duly organized, validly organized and existing and in good standing under the laws of the state of Hawaii, has full power, authority and legal right to own its incorporation, with full power to enter into properties and to pay carry on its business as presently conducted and to perform its obligations under this Lease, holds all licenses, certificates and permits from all governmental authorities necessary for the Lease Orderconduct of its business, and is duly qualified and to do business as a corporation in good standing in all other jurisdictions where its each jurisdiction in which the failure to be so qualify qualified would adversely affect have a materially adverse effect on Lessee or on its ability to perform its obligations hereunder. (ii) This Lease has been duly authorized by all necessary action on the conduct part of Lessee, does not require any approval of stockholders of Lessee, and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Lessee with any of the terms and provisions hereof does or will violate any provision of the articles of incorporation or by-laws of Lessee or any law, rule, regulation, judgment, order or decree of any government or governmental instrumentality or court having jurisdiction over Lessee or any of its business activities or the performance of its obligations under properties, or the enforceability of the Lease Order; (b) The Lease Order and all related documents (includingdoes or will result in any breach of, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a any default under Lessee's organizational documents under, or its By Lawsresult in the creation of any Lien upon any property of Lessee under, any indenture, mortgage, deed of trust, conditional sale contract, loan or credit agreement, or other agreement or instrument to which it Lessee is a party or by which it or its property is bound, or any law regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Lease Order, the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound;properties may be bound or affected. (diii) No approval Neither the execution and delivery by Lessee of this Lease nor the performance by Lessee of any of the transactions contemplated hereby require the consent, approval, order or authorization of, or filing registration with, or the giving of notice to, the Aeronautics Authority or any other domestic or foreign governmental authority authority, except for the approvals, authorizations and consents that have heretofore been obtained, true and complete copies of which have been delivered to Lessor. (iv) This Lease has been duly executed and delivered by Lessee and constitutes, and the Lease Supplement when executed and delivered by Lessee will constitute, legal, valid and binding obligations of Lessee, enforceable in accordance with their terms, except where the enforceability thereof may be limited by applicable bankruptcy, insolvency or other person laws affecting creditors' rights generally. (v) Except for the registration of the Aircraft in the name of Lessor as contemplated hereby and the filing for recordation of this Lease and the Lease Supplement with the Aeronautics Authority, no other registration and no further filing or recording of this Lease or of any other instrument or document is required in connection with Lessee's entering into necessary or the payment or performance of its obligations advisable under the Lease Order;laws of the Country of Registration or any other jurisdiction in order to: (1) establish the priority, legality, validity or enforceability of the obligations of Lessee under this Lease, or (2) fully protect, establish and perfect Lessor's title to or interest in the Equipment or its rights and interests hereunder (including with respect to the Security Deposit) as against Lessee and any third parties in any jurisdiction. (evi) Lessee is a Certificated Air Carrier within the meaning of Section 41102 of Title 49 of the United States Code Annotated, and Lessor is entitled to the benefits and protections of Section 1110 of the Bankruptcy Code (11 U.S.C. Section 1110) in respect of the Aircraft leased to Lessee under this Lease. (vii) There are no suits or proceedings pending or or, to the knowledge of Lessee, threatened before in any court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee which, if decided adversely to Lessee, would which may have a materially adversely affect Lessee's business or adverse effect on the financial condition or its ability business of Lessee except those described in writing to perform any Lessor prior to the date hereof. (viii) The balance sheet of Lessee as of December 31, 2000 and the statements of income and retained earnings of Lessee for the three fiscal years then ended (copies of each of which have been furnished to Lessor), are complete and correct and fairly set forth Lessee's financial condition as of such dates and the results of its obligations under the Lease Order or this Master Lease Agreement as incorporated therein by reference; and (f) There operations for such periods, and since December 31, 2000, there has been no material adverse change to Lessee's financial in such condition since the date of its most recent audited financial statementor operations.

Lessee’s Representations and Warranties. The Lessee represents, represents and warrants and certifies as of the date of execution and delivery of each Lease Order as followsthat: (aA) If Lessee is a corporation, it is duly organized, validly organized and existing and in good standing under the laws of the its state of its incorporation, with full power to enter into and to pay and perform its obligations under the Lease Order, incorporation and is duly qualified to do business wherever necessary to carry on its present business and in good standing in operations. (B) If Lessee is a corporation, this Lease has been duly authorized by all other jurisdictions where its failure to so qualify would adversely affect necessary corporate action on the conduct part of its business the Lessee, does not require any stockholder approval, does not require the approval of or the performance giving of notice to any federal, state or other governmental authority and does not contravene any law binding on the Lessee or contravene the Lessee's articles or certificate of incorporation or its obligations under or the enforceability by-laws. (C) This Lease constitutes a legal, valid and binding obligation of the Lease Order; (b) The Lease Order and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are Lessee enforceable against Lessee in accordance with their its terms and do not and will does not contravene any provisions of indenture, credit agreement or constitute a default under Lessee's organizational documents or its By Laws, any other agreement to which it the Lessee is a party party. (D) No mortgage, security agreement or by which it other lien or its property is bound, or any law regulation or order encumbrance of any governmental authority; (c) nature whatsoever, which now covers or affects or may hereafter cover or affect any property or interest of the Lessee, now attaches or will hereafter attach to the Equipment hereby leased or in any manner affects or will affect the Lessor's right, title and interest in and to the Lease Order, Equipment. (E) The Lessee is not materially in default under the Equipment and the rentals therefrom will not be affected or impaired by the terms provisions of any agreement or instrument by to which Lessee or its property it is bound;a party. (d) No approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Lease Order; (eF) There are no suits or proceedings pending or threatened actions or proceedings before any court or governmental administrative agency against or affecting Lessee which, if decided adversely to Lessee, would which may materially adversely affect the Lessee's business or financial condition or its ability operations (except as may be disclosed in a letter furnished by the Lessee to perform any the Lessor at the time of execution of this Lease). (G) The balance sheet of the Lessee as of the end of the Lessee's most recent fiscal year and the related earnings statement of the Lessee for the fiscal year then ended (copies of which have been furnished to the Lessor) fairly present the Lessee's financial condition as of such date and the results of its obligations under the Lease Order or this Master Lease Agreement as incorporated therein by reference; and (f) There operations for such year, and since such date there has been no material adverse change to Lessee's financial in such condition since the date of its most recent audited financial statementor operations.

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of With respect to each Lease Order as follows: and its Equipment, Lessee hereby represents and warrants to Lessor that: (a) Lessee is duly organizedhas full power, validly existing authority and in good standing under the laws of the state of its incorporation, with full power legal right to enter into execute and deliver this Master Lease and each Lease and to pay and perform its obligations under the Master Lease Orderand each Lease, and is all such actions have been duly qualified authorized by appropriate findings and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct actions of its business or the performance of its obligations under or the enforceability of the Lease Order; Lessee’s governing body; (b) The the Lease Order and all related documents (including, without limitation, the Certificate of acceptance) have has been duly authorized, executed and delivered by Lessee and constitutes a legal, valid and binging obligation of Lessee, are enforceable against Lessee in accordance with their terms its terms; (c) the Master and do each 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 will property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance of each Lease and compliance with the provisions thereof by Lessee does not contravene any provisions of conflict with or result in a violation or breach or constitute a default under Lessee's organizational documents or its By Lawsunder, any agreement resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which it Lessee is a party or by which it or its property Lessee is bound, bound or any law regulation or any rule, regulation, order or decree of any court, governmental authority; agency or body having jurisdiction over Lessee or any of its activities or properties; (ce) Lessor's rightthere is no pending, title and interest in and or to the Lease Orderbest of Lessee’s knowledge threatened, the Equipment and the rentals therefrom will not be affected or impaired by the terms litigation of any agreement or instrument by nature which Lessee or its property is bound; (d) No approval of, or filing with, any governmental authority or other person is required in connection with may have a material adverse effect on Lessee's entering into or the payment or performance of ’s ability to perform its obligations under the Lease, including, without limitation, (w) seeking to restrain or enjoin the delivery of this Lease Order; or of other agreements similar to Lease; (ex) There are no suits questioning the authority of Lessee to execute this Lease, or proceedings pending the validity of this Lease, or threatened before the payment of principal of or interest on, this Lease; (y) questioning the constitutionality of any court statute, or governmental agency against the validity of any proceedings, authorizing the execution of this Lease; or (z) affecting the provisions made for the payment of or security for this Lease; (f) Lessee whichis a state, if decided adversely or a political subdivision thereof, as referred to in Section 103 of the Code duly organized and existing under the Constitution and the laws of the State, and Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations ’s obligation under the Lease Order constitutes an enforceable obligation issued on behalf of a state or this Master Lease Agreement as incorporated therein by referencea political subdivision thereof; and (fg) There no lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been no material adverse change to Lessee's financial condition since a party at any time during the date past ten (10) years has been terminated by Lessee as a result of its most recent audited financial statement.insufficient funds being appropriated in any fiscal year,

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of each Lease Order Rental Schedule as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Rental Schedule and this Master Lease OrderAgreement as incorporated therein by reference, and is duly qualified qualifed and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability enforceablility of the Lease OrderRental Schedule; (b) The the Rental Schedule, this Master Lease Order Agreement and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is a party or by which it or its property is bound, or any law regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Rental Schedule, this Master Lease Order, Agreement and the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Rental Schedule or this Master Lease OrderAgreement as incorporated therein by reference; (e) There there are no suits or proceedings pending or or, to the best of the Lessee's knowledge, threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order Rental Schedule or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.

Lessee’s Representations and Warranties. The Lessee representshereby represents and warrants to the Lessor, warrants and certifies as of on the date of execution this Lease Deed, which representation and delivery warranty shall continue on each day for the entire Term as if made on each such day of each Lease Order as followsthe Term that: (a) The Lessee is an entity duly organized, organized and validly existing in accordance with the Applicable Laws of India, has full power and in good standing under authority to (i) enter into this Lease Deed; (ii) implement the laws Project; (iii) undertake the operation and management of the state Hotel Premises and all related, ancillary and incidental activities; (iv) do all things necessary or appropriate in respect of its incorporationthe Hotel Premises; (v) execute, with full power to enter into and to pay deliver, consummate the transactions and perform its obligations contemplated under this Lease Deed and the other documents, to which it is a party; and (vi) the execution and delivery of this Lease Order, Deed by the Lessee and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business compliance with or the performance of its obligations under or the enforceability of the Lease Order; (b) The Lease Order and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do provisions of this Lease Deed does not and will not (a) contravene any provisions of any Applicable Laws or agreement or document to which the Lessee is a party; (b) conflict with or result in any breach of any of the terms and conditions of, or constitute a potential event of default or event of default (howsoever such term is defined or described) under Lessee's organizational documents any deed, agreement, contract, instrument or its By Laws, any agreement arrangement to which it is a party or by 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 property is boundmemorandum of association and articles of association. (b) There are no actions, suits, proceedings, or investigations pending or to the best of its knowledge threatened against the Lessee at law or in equity before any law regulation court or order before any other judicial, quasi-judicial or other 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. The Lessee has no knowledge of any governmental authority;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) Lessor's rightThe Lessee has all the necessary corporate approvals, title permissions and interest 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 to the Lease Order, the Equipment effect; and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or (ii) for carrying out its property is bound;operation including in New Delhi. (d) No approval ofThe Lessee is validly existing and no receiver, manager or filing with, administrative receiver has been appointed or to the best of the knowledge of the Lessee is likely to be appointed in respect of any governmental authority part of the undertaking or other person is required in connection with 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's entering into or the payment or performance of its obligations under the Lease Order;. (e) There 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) The Lessee will use the Hotel Premises only for the 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 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 no suits necessary or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any desirable in respect of the conduct of its obligations 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 Order Deed, in all relevant jurisdictions, (i) have been duly done, fulfilled, effected, obtained and performed or this Master Lease Agreement as incorporated therein by referencewill be; and (fii) There 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 stamp duty and registration charges and related fees, costs, charges and expenses in respect of this Lease Deed and any other document pertaining to the lease or any other charges 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, complete and accurate in all respects and is not misleading in any respect. Nothing has occurred or been omitted and no information has been no material adverse change given or withheld that results in the information provided to Lessee's financial condition since the date Lessor being untrue or misleading in any respect. (p) The Lessee has conducted its own independent assessment of its most recent audited financial statementthe 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, warrants and certifies as of the date of execution and delivery of each Lease Order Rental Schedule as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Rental Schedule and this Master Lease OrderAgreement as incorporated therein by reference, and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability of the Lease OrderRental Schedule; (b) The the Rental Schedule, this Master Lease Order Agreement and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is a party or by which it or its property is bound, or any law regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Rental Schedule, this Master Lease Order, Agreement and the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Rental Schedule or this Master Lease OrderAgreement as incorporated therein by reference; (e) There there are no suits or proceedings pending or or, to the best of the Lessee's knowledge, threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee,, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order Rental Schedule or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of each Lease Order Rental Schedule as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Rental Schedule and this Master Lease OrderAgreement as incorporated therein by reference, and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability of the Lease OrderRental Schedule; (b) The the Rental Schedule, this Master Lease Order Agreement and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is a party or by which it or its property is bound, or any law regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Rental Schedule, this Master Lease Order, Agreement and the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Rental Schedule or this Master Lease OrderAgreement as incorporated therein by reference; (e) There there are no suits or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order Rental Schedule or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.

Lessee’s Representations and Warranties. Lessee represents, represents and warrants and certifies as of the date of execution and delivery of this Master Lease and each Lease Order Equipment Schedule as follows: (a) Lessee is a corporation organized under the laws of the State of Ohio, having a principal place of business at 100 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Ohio, 45241, duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation, organization with full power to enter into and to pay and perform its obligations under the Equipment Schedule and this Lease Orderas incorporated therein by reference, and is duly qualified and in good standing or licensed in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance its ability to perform any of its obligations under or the enforceability of the Lease Order; this Lease; (b) The each Equipment Schedule, this Master Lease Order and all related documents (including, without limitation, the Certificate of acceptance) other Lease Documents have been duly authorized, executed and delivered by Lessee, are valid, legal and binding obligations of Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws’s organization documents, any agreement to which it is a party or by which it or any of its property is bound, or any law applicable law, regulation or order of any governmental authority; ; (c) Lessor's ’s right, title and interest in and to the Lease Order, the Equipment and the rentals Rent therefrom will vest in Lessor upon Lessee’s acceptance of the Equipment for lease hereunder and will not be affected or impaired by the terms of any agreement or instrument by which Lessee or any of its property is bound; ; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's ’s entering into into, or the payment or performance of its obligations under under, this Lease and the other Lease Order; Documents; (e) There there are no suits or proceedings pending or threatened or, to the knowledge of Lessee, threatened, before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's the conduct of its business or financial condition or its ability to perform any of its obligations under or the Lease Order or enforceability of this Master Lease Agreement as incorporated therein by referenceLease; and (f) There the financial statements of Lessee which have been delivered to Lessor have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly present Lessee’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has been no material adverse change to Lessee's in such financial condition since or operations; (g) Lessee’s full and correct legal name is set forth on the date signature page hereof and Lessee will not change its legal name or the location of its most recent audited financial statementjurisdiction of organization without giving to Lessor at least thirty (30) days prior written notice thereof; (h) the Equipment will always be used for business or commercial, and not personal, purposes; (i) Lessee is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have a material adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Lease; and (j) Lessee is, and will remain, in full compliance with all laws and regulations applicable to it including without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. Lessee’s representations and warranties shall survive termination or expiration of the Lease.

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of each Lease Order as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Lease Order, and is duly qualified qualifed and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability enforceablility of the Lease Order; (b) The the Lease Order and all related documents (including, without limitation, the Certificate of acceptanceAcceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is a party or by which it or its property is bound, or any law regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Lease Order, the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Lease Order; (e) There there are no suits or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of each Lease Order Rental Schedule as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Rental Schedule and this Master Lease OrderAgreement as incorporated therein by reference, and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability enforceablility of the Lease OrderRental Schedule; (b) The the Rental Schedule, this Master Lease Order Agreement and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is Is a party or by which it or its property is bound, or any law law, regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Rental Schedule, this Master Lease Order, Agreement and the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Rental Schedule or this Master Lease OrderAgreement as incorporated therein by reference; (e) There there are no suits or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order Rental Schedule or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.

Lessee’s Representations and Warranties. The Lessee representshereby represents and warrants to the Lessor, warrants and certifies as of on the date of execution this Lease Deed, which representation and delivery warranty shall continue on each day for the entire Term as if made on each such day of each Lease Order as followsthe Term that: (a) The Lessee is an entity duly organized, organized and validly existing in accordance with the Applicable Laws of India, has full power and in good standing under authority to (i) enter into this Lease Deed; (ii) implement the laws Project; (iii) undertake the operation and management of the state Hotel Premises and all related, ancillary and incidental activities; (iv) do all things necessary or appropriate in respect of its incorporationthe Hotel Premises; (v) execute, with full power to enter into and to pay deliver, consummate the transactions and perform its obligations contemplated under this Lease Deed and the other documents, to which it is a party; and (vi) the execution and delivery of this Lease Order, Deed by the Lessee and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business compliance with or the performance of its obligations under or the enforceability of the Lease Order; (b) The Lease Order and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do provisions of this Lease Deed does not and will not (a) contravene any provisions of any Applicable Laws or agreement or document to which the Lessee is a party; (b) conflict with or result in any breach of any of the terms and conditions of, or constitute a potential event of default or event of default (howsoever such term is defined or described) under Lessee's organizational documents any deed, agreement, contract, instrument or its By Laws, any agreement arrangement to which it is a party or by 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 property is boundmemorandum of association and articles of association. (b) There are no actions, suits, proceedings, or investigations pending or to the best of its knowledge threatened against the Lessee at law or in equity before any law regulation court or order before any other judicial, quasi-judicial or other 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. The Lessee has no knowledge of any governmental authority;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) Lessor's rightThe Lessee has all the necessary corporate approvals, title permissions and interest 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 to the Lease Order, the Equipment effect; and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or (ii) for carrying out its property is bound;operation including in New Delhi. (d) No approval ofThe Lessee is validly existing and no receiver, manager or filing with, administrative receiver has been appointed or to the best of the knowledge of the Lessee is likely to be appointed in respect of any governmental authority part of the undertaking or other person is required in connection with 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's entering into or the payment or performance of its obligations under the Lease Order;. (e) There 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) The Lessee will use the Hotel Premises only for the 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 Hotel Plot and is satisfied with the title of the Lessor. (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 no suits necessary or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any desirable in respect of the conduct of its obligations 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 Order Deed, in all relevant jurisdictions, (i) have been duly done, fulfilled, effected, obtained and performed or this Master Lease Agreement as incorporated therein by referencewill be; and (fii) There 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 stamp duty and registration charges and related fees, costs, charges and expenses in respect of this Lease Deed and any other document pertaining to the lease or any other charges 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, complete and accurate in all respects and is not misleading in any respect. Nothing has occurred or been omitted and no information has been no material adverse change given or withheld that results in the information provided to Lessee's financial condition since the date Lessor being untrue or misleading in any respect. (p) The Lessee has conducted its own independent assessment of its most recent audited financial statementthe 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, represents and warrants and certifies as of the date of execution and delivery of this Master Lease and each Lease Order Equipment Schedule as follows: (a) Lessee is a corporation organized under the laws of the State of Ohio, having a principal place of business at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Ohio, 45241, duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation, organization with full power to enter into and to pay and perform its obligations under the Equipment Schedule and this Lease Orderas incorporated therein by reference, and is duly qualified and in good standing or licensed in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance its ability to perform any of its obligations under or the enforceability of the Lease Order; this Lease; (b) The each Equipment Schedule, this Master Lease Order and all related documents (including, without limitation, the Certificate of acceptance) other Lease Documents have been duly authorized, executed and delivered by Lessee, are valid, legal and binding obligations of Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Lawsorganization documents, any agreement to which it is a party or by which it or any of its property is bound, or any law applicable law, regulation or order of any governmental authority; ; (c) Lessor's right, title and interest in and to the Lease Order, the Equipment and the rentals Rent therefrom will vest in Lessor upon Lessee's acceptance of the Equipment for lease hereunder and will not be affected or impaired by the terms of any agreement or instrument by which Lessee or any of its property is bound; ; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into into, or the payment or performance of its obligations under under, this Lease and the other Lease Order; Documents; (e) There there are no suits or proceedings pending or threatened or, to the knowledge of Lessee, threatened, before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's the conduct of its business or financial condition or its ability to perform any of its obligations under or the Lease Order or enforceability of this Master Lease Agreement as incorporated therein by referenceLease; and (f) There the financial statements of Lessee which have been delivered to Lessor have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly present Lessee's financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has been no material adverse change to Lessee's in such financial condition since the date of its most recent audited financial statement.or operations;

Lessee’s Representations and Warranties. Lessee representsrepresents and --------------------------------------- warrants (and if requested by Lessor, warrants and certifies will provide other supporting documents to the effect) that as of the date of execution and delivery of each Lease Order as follows: any Equipment is accepted for lease hereunder: (a) all items of Equipment are new and unused unless otherwise specified in the applicable Rental Schedule; (b) Lessee is duly organizedan entity validly existing, validly existing and in good standing under the laws of the state jurisdiction of its incorporationorganization, with full power to enter into this Lease and to pay and perform its obligations under the Lease Orderthis Lease, and is duly qualified and to do business in good standing in all other jurisdictions the location(s) where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability of the Equipment is installed; (c) this Lease Order; (b) The Lease Order and all related documents (including, without limitation, the Certificate of acceptance) have has been duly authorized, executed and delivered by Lessee, are and assuming the due authorization, execution and delivery by Lessor is enforceable against Lessee in accordance with their terms its terms; (d) Lessee's execution and do delivery of this Lease does not and will not contravene any provisions of result in a breach or constitute a default under Lessee's organizational documents any material indenture, mortgage, deed of trust or its By Laws, any other material agreement or instrument to which it Lessee is a party which breach or by which it or its property is bounddefault would have a material adverse affect on the ability of Lessee to perform the obligations under this Lease, or any law regulation or order require the approval of any governmental authority; (c) Lessor's right, title and interest in and to the Lease Order, the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No approval of, or filing with, any governmental authority or other person is required agency except such as have been obtained and are valid and sufficient for their purpose and are in connection with Lessee's entering into or the payment or performance of its obligations under the Lease Order; full force and effect; (e) There there are no suits or proceedings pending pending, or threatened before to the knowledge of Lessee threatened, in any court or any governmental agency against or affecting Lessee Lessee, which, if decided adversely to against Lessee, would materially adversely affect impair Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order or this Master Lease Agreement as incorporated therein by referenceLease; and and (f) There there has been no material adverse change to Lessee's financial condition since the date of its Lessee's most recent audited financial statementstatement furnished Lessor.

Lessee’s Representations and Warranties. Lessee represents, represents and warrants and certifies as of the date of execution and delivery of this Master Lease and each Lease Order Equipment Schedule as follows: (a) Lessee is a corporation organized under the laws of the State of Delaware, having a principal place of business at 2000 Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxx 00000, duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation, organization with full power to enter into and to pay and perform its obligations under the Equipment Schedule and this Lease Orderas incorporated therein by reference, and is duly qualified and in good standing or licensed in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance its ability to perform any of its obligations under or the enforceability of the Lease Order; this Lease; (b) The each Equipment Schedule, this Master Lease Order and all related documents (including, without limitation, the Certificate of acceptance) other Lease Documents have been duly authorized, executed and delivered by Lessee, are valid, legal and binding obligations of Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws’s organization documents, any agreement to which it is a party or by which it or any of its property is bound, or any law applicable law, regulation or order of any governmental authority; ; (c) Lessor's ’s right, title and interest in and to the Lease Order, the Equipment and the rentals Rent therefrom will vest in Lessor upon Lessee’s acceptance of the Equipment for lease hereunder and will not be affected or impaired by the terms of any agreement or instrument by which Lessee or any of its property is bound; ; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's ’s entering into into, or the payment or performance of its obligations under under, this Lease and the other Lease Order; Documents; (e) There there are no suits or proceedings pending or threatened or, to the knowledge of Lessee, threatened, before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's the conduct of its business or financial condition or its ability to perform any of its obligations under or the Lease Order or enforceability of this Master Lease Agreement as incorporated therein by referenceLease; and (f) There has the financial statements of Lessee which have been no material adverse change delivered to Lessor have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly present Lessee's ’s financial condition and the results of its operations as of the date of and for the period covered by such statements (subject to customary year-end adjustments), and since the date of such statements there has been no adverse change in such financial condition or operations; (g) Lessee’s full and correct legal name is set forth on the signature page hereof and Lessee will not change its most recent audited financial statementlegal name or the location of its jurisdiction of organization without giving to Lessor at least thirty (30) days prior written notice thereof; (h) the Equipment will always be used for business or commercial, and not personal, purposes; (i) Lessee is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Lease; (j) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (k) Lessee is, and will remain, in full compliance with all laws and regulations applicable to it including without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. Lessee’s representations and warranties shall survive termination or expiration of the Lease.

Lessee’s Representations and Warranties. Lessee represents, represents and warrants and certifies to Lessor that as of the date of execution this Lease and delivery of each Lease Order as followsSchedule: (a) Lessee is duly organized, validly existing has adequate power and in good standing under the laws of the state of its incorporation, with full power capacity to enter into and to pay and perform its obligations under the Lease Orderthis Lease, any Schedule, and is duly qualified and any other documents required to be delivered in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability of the connection with this Lease Order; (b) The Lease Order and all related documents (including, without limitationcollectively, the Certificate of acceptance) "Documents"); the Documents have been duly authorized, executed and delivered by LesseeLessee and constitute valid, are legal and binding agreements, enforceable against Lessee in accordance with their terms terms; there are no proceedings presently pending or threatened against Lessee which will impair its ability to perform under the Lease; and do 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 contravene not; (i) violate any provisions of judgment, order, or constitute a default under law applicable to the Lease, Lessee or Lessee's organizational documents certificate of incorporation or its By Laws, any agreement to which it by-laws (if Lessee is a party corporation) or by which it Lessee's partnership agreement (if Lessee is a partnership); or its property is bound, or any law regulation or order (ii) result in the creation of any governmental authority;lien, security interest or other encumbrance upon the Property. (c) Lessor's right, title All information and interest in representations furnished by Lessee to Lessor concerning the Property are accurate and to the Lease Order, the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound;correct. (d) No approval ofAll 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 filing withof the Lessee Group, any governmental authority or other person is required in connection with Lessee's entering into or as of the payment or performance stated date and period(s). Since the date of its obligations under the Lease Order; (e) There are no suits or proceedings pending or threatened before any court or governmental agency against or affecting Lessee whichmost recently delivered financial data, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's in the financial or operating condition since of Lessee or of the date Lessee Group. (e) If Lessee is a corporation or partnership, it is and will be validly existing and in good standing under laws of the state of its most recent audited financial statementincorporation or organization; the persons signing the Documents are acting with the full authority of its board of directors or partners (if Lessee is a partnership) and hold the offices indicated below their signatures, which are genuine.

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of each Lease Order Rental Schedule as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Rental Schedule and this Master Lease OrderAgreement as incorporated therein by reference, and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability of the Lease OrderRental Schedule; (b) The the Rental Schedule, this Master Lease Order Agreement and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms assuming Lessor has obtained all required Certificates of Authority, licenses and permits required to be obtained by it, if any, and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is a party or by which it or its property is bound, or any law law, regulation or order of any governmental authorityauthority generally applicable to such arrangements (but not including any law, regulation or order relating to Lessor's legal or organizational status, its requirement to qualify to do business in any jurisdiction or its requirement to obtain any business license, permit or authority from any such Jurisdiction); (c) Lessor's right, title and interest in and to the Rental Schedule, this Master Lease Order, Agreement and the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Rental Schedule or this Master Lease OrderAgreement as incorporated therein by reference; (e) There there are no suits or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order Rental Schedule or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.

Lessee’s Representations and Warranties. Lessee represents, warrants and certifies as of the date of execution and delivery of each Lease Order Rental Schedule as follows: (a) Lessee is duly organized, validly existing and in good standing under the laws of the state of its incorporation, with full power to enter into and to pay and perform its obligations under the Rental Schedule and this Master Lease Orderas incorporated therein by reference, and is duly qualified and in good standing in all other jurisdictions where its failure to so qualify would adversely affect the conduct of its business or the performance of its obligations under or the enforceability enforceablility of the Lease OrderRental Schedule; (b) The the Rental Schedule, this Master Lease Order and all related documents (including, without limitation, the Certificate of acceptance) have been duly authorized, executed and delivered by Lessee, are enforceable against Lessee in accordance with their terms and do not and will not contravene any provisions of or constitute a default under Lessee's organizational documents or its By Laws, any agreement to which it is a party or by which it or its property is bound, or any law law, regulation or order of any governmental authority; (c) Lessor's right, title and interest in and to the Rental Schedule, this Master Lease Order, and the Equipment and the rentals therefrom will not be affected or impaired by the terms of any agreement or instrument by which Lessee or its property is bound; (d) No no approval of, or filing with, any governmental authority or other person is required in connection with Lessee's entering into or the payment or performance of its obligations under the Rental Schedule or this Master Lease Orderas incorporated therein by reference; (e) There there are no suits or proceedings pending or threatened before any court or governmental agency against or affecting Lessee which, if decided adversely to Lessee, would materially adversely affect Lessee's business or financial condition or its ability to perform any of its obligations under the Lease Order Rental Schedule or this Master Lease Agreement as incorporated therein by reference; and (f) There there has been no material adverse change to Lessee's financial condition since the date of its most recent audited financial statement.