Common use of REPRESENTATIONS AND WARRANTIES OF THE AGENCY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants that: it is a [_______] under Delaware law and has all requisite power and authority to enter into and perform its obligations under this Agreement, the Guaranteed Savings Agreement and the Installment Payment Agreement (collectively, the “Agency Agreements”) and to carry out the terms thereof and the transactions contemplated thereby; the execution, delivery and performance by Agency of the Agency Agreements have been duly authorized by all necessary action on the part of Agency and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Agency, except as has been obtained; each Agency Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agency, and constitutes the legal, valid and binding obligation of Agency, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability which may be imposed by application of equitable principles, (ii) in full force and effect and (iii) not been assigned by the Agency; to the knowledge of the Agency, there is no action, suit, proceeding or investigation pending or threatened against the Agency or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by the Agency of its obligations under any Agency Agreement or that questions the validity, binding effect or enforceability of any Agency Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated thereby; the execution, delivery and performance by the Agency of the Agency Agreement and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Agency of the Agency Agreement, except those that have been obtained; and

REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The As an inducement to the Developer and the City to enter into this Agreement, the Agency hereby represents and warrants that: it is a [_______] under Delaware law to the Developer and the City, which representations and warranties are true and correct as of the Effective Date, shall be true and correct as of each of the Closings, and shall survive the expiration or earlier termination of this Agreement: 5.4.1 The Agency has all requisite power the legal power, right and authority to enter into and perform its obligations under this Agreement, the Guaranteed Savings Agreement and the Installment Payment Agreement (collectivelyinstruments referred to herein, the “Agency Agreements”) and to carry out the terms thereof and consummate the transactions contemplated thereby; the execution, delivery hereby; 5.4.2 This Agreement and performance all documents required hereby to be executed by Agency of the Agency Agreements have been duly authorized by all necessary action on the part of Agency and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Agency, except as has been obtained; each Agency Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agencyare, and constitutes shall be, valid, legally binding obligations of and enforceable against the legal, valid and binding obligation of Agency, enforceable Agency in accordance with its terms their terms, subject only to applicable bankruptcy, insolvency, moratoriumreorganization, and other moratorium laws or similar laws applicable or equitable principles affecting or limiting the rights of contracting parties generally; 5.4.3 There is no provision of any indenture, instrument, or agreement, written or oral, to creditors’ rights generally and also subject which Agency is a party or which governs the actions of Agency or which is otherwise binding upon the Agency or the Agency's property, nor is there any statute, rule or regulation, or any judgment, decree, or order of any court, federal, state or city government binding on the Agency or the Agency's property which would be contravened by the execution, delivery or performance of this Agreement or any documents required hereby to any limitations on enforceability which may be imposed by application of equitable principles, (ii) in full force and effect and (iii) not been assigned executed by the Agency; ; 5.4.4 There is no action, suit, or proceeding at law or in equity or by or before any Governmental Authority now pending, or, to the knowledge of the Agency, there threatened against or affecting the Agency, or any properties or rights of the Agency, which, if adversely determined, would materially impair the right of the Agency to execute or perform its obligations under this Agreement or any documents required hereby to be executed by the Agency; 5.4.5 To the best of the Agency's knowledge, neither the execution and delivery of this Agreement and documents referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which the Agency is no actiona party; 5.4.6 No attachments, suitexecution proceedings, proceeding assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or investigation other proceedings are pending or threatened against the Agency or its properties before or Agency, nor are any of such proceedings contemplated by any courtthe Agency; 5.4.7 To the best of the Agency's knowledge, administrative agencyall reports, environmental councildocuments, arbitrator or governmental authorityinstruments, body or agency that could adversely affect the performance information and forms of evidence delivered by the Agency to the Developer concerning or required by this Agreement are accurate, correct and sufficiently complete to give Developer true and accurate knowledge of its obligations under their subject matter, and do not contain any misrepresentation or omission; and 5.4.8 The Agency Agreement or that questions the validity, binding effect or enforceability has not received any written notice of and has no actual knowledge of any Agency Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated thereby; the execution, delivery and performance by the Agency of the Agency Agreement and the consummation of the transactions contemplated thereby, do not and will not conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approvalregulation, order or authorization ofrequirement of any Government Authority applicable to the Site, including without limitation, requirements imposed under any recorded covenants, conditions, restrictions, easements or other rights affecting the Site. 5.4.9 The Agency owns good marketable fee title to the Site. To the best of the Agency's knowledge, no person or party has challenged the Agency's right to quiet possession of the Site since the Agency's acquisition of fee title to the Site on August 31, 2005. 5.4.10 To the best of the Agency's knowledge, there are no Hazardous Materials released upon, or registrationlocated at, declaration the Site or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required improvements currently located thereon except as described in connection with the valid authorization, execution and delivery FOSET issued by the U.S. Army, the FEIR and such other documents as the Agency has made available to the Developer or which are on file with FORA. 5.4.11 Whenever a statement concerning factual matters herein is qualified by the phrase "to the Agency's knowledge" or similar words, it is intended to indicate that no information that would give any officer of the Agency, current actual knowledge of the inaccuracy of such factual statements has come to such person's attention. If the Agency Agreementreceives any notice that any representation or warranty made herein is false or misleading, except those that have been obtained; andthe Agency shall immediately notify Developer and the City in writing.

REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants that: it to Water Street as of the date of this Agreement and again as of the Closing Date, as follows: (a) The Agency has good and marketable title to the Agency Parcel. (b) The Agency is a [_______] duly organized and validly existing public benefit corporation organized and existing under Delaware law the laws of the State of New York and has all requisite power and authority to enter into and perform its obligations under this Agreement, the Guaranteed Savings Agreement . (c) The Agency and the Installment Payment persons executing this Agreement (collectively, the “Agency Agreements”) and to carry out the terms thereof and the transactions contemplated thereby; the execution, delivery and performance by Agency on behalf of the Agency Agreements have been duly authorized by performed all necessary action on acts to permit execution of this Agreement and to grant authority to the part of Agency and person executing this Agreement to do not require any approval or consent of any holder so. (or any trustee for any holderd) of any indebtedness or other obligation of To the Agency, except as has been obtained; each Agency Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agency, and constitutes the legal, valid and binding obligation of Agency, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability which may be imposed by application of equitable principles, (ii) in full force and effect and (iii) not been assigned by the Agency; to the ’s actual knowledge of the Agency, there is no action, suit, suit or proceeding or investigation pending or threatened against to the Agency or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by the Agency of its obligations under any Agency Agreement or that questions the validity, binding effect or enforceability of any Agency Agreement, any action taken or to be taken pursuant thereto or any best of the transactions contemplated thereby; Agency’s knowledge threatened which would impair the execution, delivery and performance by Agency’s obligations to perform under this Agreement. (e) Neither the Agency entering into of the Agency this Agreement and nor the consummation of the transactions contemplated therebyExchange and conveyance of the Agency Parcel to Water Street, do not and has or will not conflict with, constitute a violation or result in breach of any violation of, any term of its organizational documents, or the terms of any contract or agreement other instrument to which the Agency is a party or to which the Agency is subject. (f) To the best of the Agency’s knowledge, without inquiry, no portion of the Agency Property contains any substance which may be classified as a hazardous, toxic or radioactive substance, or a contaminant or pollutant (“Hazardous Substances”) under applicable to it federal, state or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, local law, ordinance, rule or regulation presently applicable (“Applicable Laws”) or which may require any cleanup, remediation or other corrective action pursuant to it such Applicable Laws. (g) To the best of the Agency’s knowledge, no notice by any governmental or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization ofother public authority has been served upon the Agency, or registrationanyone on the Agency’s behalf, declaration or filing withrelating to a violation of any applicable housing, building, safety, fire, or giving of notice toother law, obtaining of any license ordinance, rule or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Agency of the Agency Agreement, except those that have been obtained; andregulation.

REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants that: it to the Contractor that (i) the Agency is a [_______] public benefit corporation duly organized, validly existing and in good standing under Delaware law the laws of the State of New York; (ii) this Agreement has been executed by an authorized officer of the Agency, and has all requisite heretofore delivered to the Contractor evidence of such authority; (iii) it has the full power and authority to enter into execute and perform its obligations under deliver this Agreement, the Guaranteed Savings Agreement and the Installment Payment Agreement (collectively, documents contemplated hereby to the “Agency Agreements”) Contractor and to carry out the terms thereof and the transactions contemplated thereby; the executionhereby, delivery and performance by Agency all of the Agency Agreements which have been duly authorized by all necessary action on the part of Agency Board in accordance with and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation the laws of the Agency, except as has been obtainedState of New York; each Agency (iv) this Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agency, and constitutes the legal, valid and binding obligation of Agency, the Agency enforceable against the Agency in accordance with its terms terms, subject only to applicable bankruptcy, insolvency, moratoriumreorganization, and other moratoriums or similar laws applicable to creditors’ at the time in effect affecting the enforceability or rights of creditors generally and also subject to any limitations on enforceability by general equitable principles which may be imposed by application of limit the right to obtain equitable principles, remedies; (iiv) in full force and effect and (iii) not been assigned by the Agency; to the knowledge of the Agency, there is no action, suit, proceeding or investigation pending or threatened against the Agency or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by the Agency of its obligations under any Agency Agreement or that questions the validity, binding effect or enforceability of any Agency Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated thereby; the execution, delivery and performance by the Agency of the Agency this Agreement and the consummation of the documents and transactions contemplated thereby, hereby do not and will not (1) violate any provision of the organizational documents of the Agency, (2) conflict with, or result in any violation of, any term of its organizational documents, or of any contract or agreement applicable to it or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to it or any of its properties or by which it or its properties may be bound or affected; no consent, approval, order or authorization the breach of, or registration, declaration or filing withconstitute a default under, or giving of notice toresult in the termination, obtaining cancellation or acceleration, in any material respect, of any license right or permit from, or taking of any other action with respect to, any federal, state or local government or public body, authority or agency is required in connection with the valid authorization, execution and delivery by the Agency obligation of the Agency Agreementunder any contract, except those that have been obtainedlicense, agreement or other instrument to which the Agency is a party or to which its assets are subject or (3) materially violate or result in a breach under any law or other restriction to which the Agency is subject; (vi) there is no litigation, investigation or proceeding by or before any court, government authority or arbitrator pending, or to the knowledge of the Agency threatened, which questions this Agreement or which would affect or may affect the transactions contemplated hereby; and

REPRESENTATIONS AND WARRANTIES OF THE AGENCY. The Agency represents and warrants to CGM that: : (a) it is a [_______] duly organized and validly existing under Delaware law the laws of {India/Country}, and has all requisite full power and authority to enter into execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement, ; (c) it has the Guaranteed Savings financial standing and capacity to comply with its obligations under this Agreement and to undertake the Installment Payment Agreement (collectively, the “Agency Agreements”) and to carry out Project in accordance with the terms thereof of this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the transactions contemplated thereby; terms hereof; (e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder, including any obligation, liability or responsibility hereunder; (f) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (g) the execution, delivery and performance by Agency of the Agency Agreements have been duly authorized by all necessary action on the part of Agency and do not require any approval or consent of any holder (or any trustee for any holder) of any indebtedness or other obligation of the Agency, except as has been obtained; each Agency this Agreement (i) has been duly executed and delivered on behalf of Agency by authorized officers of Agency, and constitutes the legal, valid and binding obligation of Agency, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, moratorium, and other similar laws applicable to creditors’ rights generally and also subject to any limitations on enforceability which may be imposed by application of equitable principles, (ii) in full force and effect and (iii) not been assigned by the Agency; to the knowledge of the Agency, there is no action, suit, proceeding or investigation pending or threatened against the Agency or its properties before or by any court, administrative agency, environmental council, arbitrator or governmental authority, body or agency that could adversely affect the performance by the Agency of its obligations under any Agency Agreement or that questions the validity, binding effect or enforceability of any Agency Agreement, any action taken or to be taken pursuant thereto or any of the transactions contemplated thereby; the execution, delivery and performance by the Agency of the Agency Agreement and the consummation of the transactions contemplated thereby, do not and will not conflict with, or or, result in any violation the breach of, or, constitute a default under, or accelerate performance required by any term of the terms of its organizational documents, Memorandum and Articles of Association {or those of any contract member of the Consortium} or agreement applicable any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation presently applicable to by which it or any of its properties or by which it or its properties may be assets is bound or affected; ; (h) there are no consentactions, approvalsuits, order or authorization ofproceedings, or registrationinvestigations pending or, declaration to its knowledge, threatened against it at law or filing within equity before any court or before any other judicial, quasi-judicial or giving other authority, the outcome of notice to, obtaining which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (i) it has no knowledge of any license violation or permit fromdefault with respect to any order, writ, injunction or taking decree of any court or Governmental Authority which results in or may result in a Material Adverse Effect and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (j) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other action civil or criminal liabilities which in the aggregate have or may have a Material Adverse Effect; (k) {the selected bidder/ Consortium Members} and {its/their} Associates have the financial standing and resources to fund the required Equity and to raise the debt necessary for delivery of the services in accordance with respect tothis Agreement; (l) {the selected bidder/ each Consortium Member} is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has requested CGM to enter into this Agreement with the Agency pursuant to the LOA, and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement; (m) all its rights and interests in the Block shall pass to and vest in CGM on the end of Contract Period or on Termination free and clear of all liens, claims and Encumbrances, without any federalfurther act or deed on its part or that of CGM, and that the Block shall not be acquired by it, subject to any agreement under which a security interest or other lien or Encumbrance is retained by any person, save and except as expressly provided in this Agreement; (n) no representation or warranty by it contained herein or in any other document furnished by it to CGM or to any Governmental organization in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or local government warranty not misleading; (o) no sums, in cash or public bodykind, authority have been paid or agency is required will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Agreement or entering into this Agreement or for influencing or attempting to influence any officer or employee of CGM in connection with the valid authorization, execution and delivery therewith; (p) all information provided by the Agency {selected bidder/ Consortium Members} in response to the Request for Proposal or otherwise, is true and accurate in all material respects; (q) all undertakings and obligations of the {selected bidder/ Consortium Members} and the Agency arising from the Request for Proposal or otherwise shall be binding on the Agency as if they form part of this Agreement, except those that have been obtainedas modified pursuant to the terms of this Agreement; and (r) {the execution, delivery and performance of this Agreement will not be affected in case a dispute or litigation arises between members of the Consortium. In such case, the responsibility of fulfilment of the obligations contemplated in the Agreement shall rest with the Lead Member of Consortium.}