Common use of Representation of the Parties Clause in Contracts

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or Governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require any consent or approval not already obtained; (ii) Violate any Applicable Law presently in effect and having applicability to it; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof; (iv) Violate any clearance, permit, concession, grant, license or other Governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or Governmental action and a copy of the extract of the charter documents and board resolution/ resolution / power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreementthe Bid, and will not, to the best of its knowledge: (i) Require any consent or approval not already obtained; (ii) Violate any Applicable Law presently in effect and having applicability to it; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof; (iv) Violate any clearance, permit, concession, grant, license or other Governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and; (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement.; and (e) Such Party has read and understood the tender Documents Tender Document and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Joint Venture Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or Governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) i. Require any consent or approval not already obtained; (ii) . Violate any Applicable Law presently in effect and having applicability to it; (iii) . Violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof; (iv) . Violate any clearance, permit, concession, grant, license or other Governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) v. Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require any consent or approval not already obtained; (ii) Violate any Applicable Law presently in effect and having applicability to it; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof; (iv) Violate any clearance, permit, concession, grant, license or other Governmental governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) a. Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation India and has all requisite power and authority to enter into this Agreement; (b) b. The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution or any other resolution/ power Power of attorney Attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge,: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, bybye-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationauthorisation, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This c. this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There d. there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's Party‟s knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organized, validly existing existing, and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery delivery, and performance by such Party of this Agreement has have been authorized by all necessary and appropriate corporate or Governmental action governmental action, and a copy of the extract of the charter documents and board resolution/ power of attorney in favour favor of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Joint Venture Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws laws, or other applicable organizational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license license, or other Governmental governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture indenture, or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances Encumbrances, or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's ’s knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment 72fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties Party as of the date of this Agreement thatthat :- (a) Such Party is duly organizedorganised, validly existing and all in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power resolution /power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member Joint Venture party is annexed to this Agreement, and will not, to the best of its knowledgeknowledge :- (i) Require any consent or approval not already obtained; (ii) Violate any Applicable Law applicable law presently in effect and having applicability to it; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party Party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create or impose any liens, mortgages, pledges, claims, security interestsinterest, charges or Encumbrances encumbrances or obligations to create a lien, charge, pledge, security security, interest, encumbrances or or, mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;. (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party Party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party hereby represents and warrants to the other Parties that the following statements are true, correct and complete as of the date of this Agreement thathereof: (a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and It has all requisite power and corporate, partnership, limited liability company or similar authority to enter into execute this Agreement;Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder, and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, partnership, limited liability company or other similar action on its part. (b) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or Governmental action the transactions contemplated hereby (the “Transactions”) does not and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: shall not (i) Require violate (A) any consent provision of law, rule or approval not already obtained; regulation applicable to it or (B) its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries or (ii) Violate with respect to the LodgeNet Parties only, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Applicable Law presently in effect and having applicability to it; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof; (iv) Violate any clearance, permit, concession, grant, license or other Governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument contractual obligation to which such Party is a party or by which such Party it or any of its properties or assets are bound or that subsidiaries is otherwise applicable to such Party; or a party (v) Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create except as a lien, charge, pledge, security interest, encumbrances or mortgage in or on direct result of the property filing of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;Chapter 11 Cases). (c) This Agreement is the legal legally valid and binding obligation of such Party, enforceable against it in accordance with its terms against it; andterms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court. (d) There If such Party is no litigation pending ora LodgeNet Party, such LodgeNet Party represents that the execution, delivery and performance by it of this Agreement does not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or governmental authority or regulatory body, except as may be necessary or required for approval by the Bankruptcy Court of such LodgeNet Party’s authority to implement this Agreement and the Transactions or for filings pursuant to the best Securities Exchange Act of such Party's knowledge1934, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreementas amended. (e) Such If such Party is a Consenting Lender, such Consenting Lender (i) either (A) is the sole legal and beneficial owner of the Lender Claims set forth below its name on the signature page hereof (or the Joinder (as defined below)), free and clear of all claims, liens and encumbrances, or (B) has read sole investment and understood voting discretion with respect to such Lender Claims in respect to matters relating to the tender Documents and is executing Restructuring contemplated by this Agreement for and has the purposes power and authority to bind the beneficial owner(s) of such Lender Claims to the terms of this Agreement and (ii) has full power and authority to act on behalf of, vote and consent to matters concerning such Lender Claims in respect to matters relating to the Restructuring contemplated by this Agreement and dispose of, exchange, assign and transfer such Lender Claims (with respect to a Consenting Lender, all Lender Claims under clauses (A) and (B) and any additional Lender Claims it owns or has such control over from time to time or acquires after the Execution Date (as recorded hereinabove out defined in Section 13 hereunder), collectively, its “Consenting Lender Claims”). Further, such Consenting Lender has made no prior assignment, sale, participation, grant, conveyance, or other transfer of, and has not entered into any other agreement to assign, sell, participate, grant, convey or otherwise transfer, in whole or in part, any portion of its own free will;right, title, or interests in such Lender Claims that are subject to this Agreement, the terms of which agreement are, as of the date hereof, inconsistent with the representations and warranties of such Prepetition Lender Party herein or would render such Prepetition Lender Party otherwise unable to comply with this Agreement and perform its obligations hereunder. (f) If such party is a Consenting Lender, such Consenting Lender (i) is an “accredited investor” (as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended), (ii) has such knowledge and experience in financial and business matters of this type that it is capable of evaluating the merits and risks of entering into this Agreement and of making an informed investment decision, and (iii) has conducted an independent review and analysis of the business and affairs of LodgeNet Interactive that it considers sufficient and reasonable for purposes of entering into this Agreement.

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member Party is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) : Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority Authority to enter into this Agreement; (b) ; The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority Authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require : require any consent or approval not already obtained; (ii) Violate ; violate any Applicable Law presently in effect and having applicability to it; (iii) Violate ; violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof; (iv) Violate ; violate any clearance, permit, concession, grant, license or other Governmental governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create or create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This ; this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There and there is no litigation pending or, to the best of such Party's ’s knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require any consent or approval not already obtained; (ii) Violate any Applicable Law presently in effect and having applicability to it; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof; (iv) Violate any clearance, permit, concessioncontract, grant, license or other Governmental governmental authorization, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Joint Venture Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it;, (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental governmental authorization, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates Associates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's Party‟s knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement;, (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Joint Venture Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate any Applicable Law presently in effect and having applicability to it; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgagesmortgage, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of or such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member Party is annexed to this Agreement, and will not, to the best of its knowledge: (i) Require require any consent or approval not already obtained; (ii) Violate violate any Applicable Law presently in effect and having applicability to it; (iii) Violate violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate violate any clearance, permit, concession, grant, license or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's ’s knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;

Representation of the Parties. Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organizedorganised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this AgreementAgreement with VOCPA; (b) The execution, delivery and performance by such Party of this Agreement has been authorized authorised by all necessary and appropriate corporate or Governmental governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority VOCPA to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledgeitsknowledge: (i) Require any consent or approval not already obtained; (ii) Violate any Applicable Law presently in effect and having applicability to ittoit; (iii) Violate the memorandum and articles of association, by-laws or other applicable organizational organisational documents thereof; (iv) Violate any clearance, permit, concession, grant, license licence or other Governmental authorizationgovernmental authorisation, approval, judgmentjudgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or (v) Create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement; (c) This this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and (d) There there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Affiliates is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment fulfillment of its obligations under this Agreement. (e) Such Party has read and understood the tender Documents and is executing this Agreement for the purposes as recorded hereinabove out of its own free will;