Common use of Representations and Warranties of the Authority Clause in Contracts

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under Applicable Laws to authorize the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents makes the following representations and warrants warranties to the Concessionaire thatOperator, each of which is true and correct as on the Effective Date and Appointed Date, which representations and warranties will continue to be true and correct throughout the Operating Period: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and Contract, to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this AgreementContract, exercise its rights and perform its obligations, under this AgreementContract; (b) it has taken all necessary actions under Applicable Laws to authorize the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this AgreementContract; (dc) this Agreement Contract constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (d) this Contract has been duly authorized by the Authority’s management as per the IWAI Act, and has been duly executed by its legal representative and constitutes a legal, valid and binding obligation of the Authority, enforceable in accordance with its terms except to the extent that such enforcement may be limited by any bankruptcy, agreement of creditors, insolvency, moratorium or similar laws affecting generally the enforcement of creditors’ rights; (e) the execution and delivery of, and performance by the Authority of its obligations under this Contract are not in violation of, or in conflict with, any provision of the Authority’s organizational or authorizing documents, and do not constitute a default under any contracts, agreements or other instruments to which the Authority is a party or by which it is bound, and are not in violation of, or in conflict with, any term or provision of any Applicable Law of any Government Instrumentality, or the conditions of any Applicable Permits, where such violation or default would adversely affect the Authority’s ability to perform its obligations under this Contract; (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority’s ability to perform its obligations under this Contract; (g) it has complied with Applicable Laws in all material respects;; and (fh) it has good and valid right to the SiteTerminal, and has power and authority to grant a license licence in respect thereto to the ConcessionaireOperator. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it Authority is duly organized and validly existing under the laws of India; b) Authority has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreementhereby; (bc) it Authority has taken all necessary actions under Applicable Laws action to authorize the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this Agreement; (d) this This Agreement constitutes a its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; and e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority’s ability to perform its obligations under this Agreement; (ef) To the best of the Authority's knowledge and belief, Project Site is free from all Encumbrances and is available for immediate development in accordance with the terms of this Agreement. g) To the best of the Authority's knowledge and belief, there are no actions, suits, proceedings or investigations pending against it, at law or in equity, before any court or Governmental Authority, the outcome of which may result in the breach of or constitute a default of the authority under this Agreement, or constitute a default of the Authority under this Agreement or result in impairment of the Authority's ability to perform its obligations and duties under this Agreement. h) it has complied with Applicable Laws in all material respects; (fi) it has the right, power and Authority to manage and operate the Project up to the Appointed Date; and it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. 7.2.1 The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority‟s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right, power and authority to manage and operate the Project up to the Appointed Date; (j) it has good and valid right to the Site, and has power and authority to grant a lease in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunderthere under, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right, power and authority to manage and operate the Project Highway up to the Appointed Date; (j) it has good and valid right to the Site, and has power and authority to grant a licence in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government InstrumentalityAuthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right, power and authority to manage and operate the Project Highway up to the Appointed Date; (j) it has good and valid right to the Site, and has power and Authority to grant a licence in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. 7.2.1 The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority‟s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right, power and authority to manage and operate the Project up to the Appointed Date; (j) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire Agency that: (a) 7.2.1 it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) 7.2.2 it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) 7.2.3 it has the financial standing and capacity to perform its obligations under this the Agreement; (d) 7.2.4 this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) 7.2.5 there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (h) 7.2.6 it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; 7.2.7 it has complied with Applicable Laws in all material respects; 7.2.8 all information provided by it in response the Bid Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and; (i) 7.2.9 upon the Concessionaire paying Agency submitting the Annual Concession Fee Performance Security and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the ConcessionaireAgency, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi- judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority's ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and; (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement; and (j) it has good and valid right to the land comprising the Site and has power and authority to grant license in respect thereto to the Concessionaire.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; (f) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;”Deleted (h) Deleted (i) all information provided by it in response to the Tender Notice, Request for Qualification and Request for ProposalsProposal, including amendments thereto or disclosures thereunder, in connection with the Project is, provided only as a reference by way of assistance to the best bidders who are expected to carry out their own surveys, investigations and other detailed examination of its knowledge the project and belief, true and accurate the Authority shall have no liability whatsoever in relation to or arising out of any or all material respects; andinformation as provided under the above mentioned documents. (ij) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority hereby represents and warrants to the Concessionaire agrees that: (a) it has full The Authority is a duly constituted public body corporate and politic, duly created and existing as an instrumentality of the State with the power and authority set forth in the Act, including the power and authority to executeauthorize the issuance of the Bonds under the Act. (b) Under the provisions of the Act, the Authority is duly authorized to enter into, execute and deliver and perform its obligations under this Agreement the Loan Documents to which it is a party, to undertake the transactions contemplated by the Loan Documents to which it is a party and to carry out the transactions contemplated herein its obligations hereunder and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;thereunder. (bc) The Authority proposes to issue the Bonds in the total aggregate principal amount of $97,045,000 to refinance all or a portion of the Projects. (d) By duly adopted resolution, the Authority has duly authorized the execution, delivery and sale of the Loan Documents to which it is a party, including the borrowing under, issuance and sale of the Bonds and (as security for the Bonds) the pledge of the First Mortgage Bonds, to the Trustee subject to the Authority’s Reserved Rights). The Authority also has taken all necessary actions under Applicable Laws to authorize duly authorized the execution, delivery and performance of this Agreement; (c) it the Purchase Contract and has approved the financial standing and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it Section entitled "The Authority" in accordance with the terms hereof;Official Statement. (e) it has complied with Applicable Laws The Bonds will be issued under and pursuant to the Indenture and will mature, bear interest and have the other terms and provisions set forth or provided for in all material respects;the Indenture. (f) it has good To the best knowledge of the Authority, the execution and valid right delivery of and performance by the Authority of the Loan Documents to which the Authority is a party, including the Purchase Contract, under the circumstances contemplated thereby and hereby, do not and will not conflict with, or constitute a breach of or default under any indenture, deed of trust, mortgage, agreement or other instrument to which the Authority is a party, or conflict with, violate or result in a breach of, any existing law or public administrative rule or regulation, judgment, court order or consent decree presently applicable to the Site, Authority (except for such consents and has power and authority to grant a license in respect thereto to the Concessionaireapprovals as have heretofore been obtained). (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority’s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it has the right, power and authority to grant Right of Way, access and possession of the Site for the Project in response accordance with the terms of this Agreement; (i) it is the true and lawful owner of the Site and has power and authority to grant a licence in respect thereto to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respectsConcessionaire; and (ij) upon the Concessionaire paying the Annual Concession Fee Upfront Bid Value and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents hereby makes the following representations and warrants to the Concessionaire thatwarranties: (a) it The Authority is a body corporate and politic, duly organized and existing under the laws of the State, that has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry been duly designated by the City as the Redevelopment Entity responsible for carrying out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;Project in accordance with the Redevelopment Plan. (b) it The Authority has taken all necessary the legal power, right and authority pursuant to the Redevelopment Law and the Improvement Authorities Law to enter into this Agreement and the instruments and documents referenced herein to which the Authority is a party, to consummate the transactions contemplated hereby, to take any steps or actions under Applicable Laws contemplated hereby, and to authorize the execution, delivery perform its obligations hereunder and performance of has duly executed this Agreement;. (c) it All requisite action has been taken by the financial standing Authority and capacity all requisite consents have been obtained in connection with entering into this Agreement and the instruments and documents referenced herein to perform which the Authority is a party, and the consummation of the transaction contemplated hereby, and to the best of the Authority's knowledge and belief are authorized by all Applicable Laws. To the best knowledge of the Authority there are no writs, injunctions, orders or decrees of any court or governmental body that would be violated by the Authority entering into or performing its obligations under this Agreement;. (d) this This Agreement constitutes a legalhas been duly executed by the Authority, and is valid and legally binding obligation upon the Authority and enforceable against it in accordance with its terms on the basis of laws presently in effect and the execution and delivery thereof shall not, with due effect and the execution and delivery thereof shall not, with due notice or the passage of time, constitute a default under or violate the terms hereof;of any indenture, agreement or other instrument to which the Authority is a party. (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, The Authority represents that to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon after diligent inquiry, there is no action, proceeding or investigation now pending, nor any basis therefore, known or believed to exist which questions the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise validity of the rights and discharge of the obligations Redevelopment Plan or this Agreement or any action or act taken or to be taken by the Concessionaire, except in accordance with Authority pursuant to the Redevelopment Plan or this Agreement. (f) The use(s) of the Property, as contemplated by this Agreement, are authorized by the Redevelopment Law, Applicable Laws and the Redevelopment Plan.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi- judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority's ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right to manage Project Site up to the Appointed Date; (j) it has good and valid right to the Site, and has power and authority to grant a lease in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority hereby represents and warrants to the Concessionaire thatas follows: (a) it has full power The Tribe is a duly organized Indian tribe under the laws of the Tribe and authority the United States, and the Authority is duly organized under the laws of the Tribe. Third Amendment to executeOctober 13, deliver and perform its obligations under this 2003 Amended Memorandum Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement;05/17/07 execution version (b) it The Authority has full legal right, power and authority under the laws for the Tribe and has taken all official Management Board actions necessary actions under Applicable Laws (i) to assume and enter into this Amended Memorandum Agreement and related Transaction Documents (as defined below) and authorize the executionAuthority to assume, delivery execute and performance of deliver this Amended Memorandum Agreement;, including any amendment thereto, the Operating Note, Dominion Account Agreement, Security Agreement, the Facility Note and other Facility Loan documentation (if the Facility Loan is made directly by LKAR), Land Acquisition Note and Interim Promissory Note, and any and all other documents and agreements executed by the Authority or the Tribe related thereto (collectively and as amended, renewed, or extended from time to time, the “Transaction Documents”), (ii) to perform its obligations hereunder and thereunder, and (iii) to consummate all other transactions contemplated by this Amended Memorandum Agreement and other Transaction Documents. (c) it has This Amended Memorandum Agreement (and the financial standing other Transaction Documents), as amended, constitute valid and capacity to perform its obligations under this Agreement;binding obligations, enforceable against the Authority in accordance with their terms, executed by the Authority or the Tribe in connection therewith, and when approved by the NIGC, will constitute, together with the other Transaction Documents, valid and binding obligations, enforceable against the Authority in accordance with their terms. (d) Subject to the provisions of Section 10.11(d), the execution and delivery of this Amended Memorandum Agreement constitutes (and other Transaction Documents), as amended, the performance by the Authority of its obligations hereunder and thereunder, and the consummation by the Authority of the transactions contemplated hereby will not violate any contract or agreement to which the Tribe or the Authority is a legalparty, valid and binding obligation enforceable against it in accordance with the terms hereof;law, regulation, rule or ordinance, or any order, judgment or decree of any federal, state, tribal or local court, or require any approval by Governmental Authorities beyond those contemplated herein. (e) it has complied with Applicable Laws in all material respects; (fNeither LKAR, the Project, the Facility, the Enterprise nor the transaction(s) it has good and valid right to between the Siteparties contemplated by this Amended Memorandum Agreement, the Operating Note, and has power any related security documents and authority to grant a license in respect thereto to the Concessionaire. (g) there instruments described herein as amended, are no actionsnow, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereofof this Amended Memorandum Agreement will be, interfere subject to any tribal tax of any sort that will put the Facility or the Enterprise, or any portion thereof, nor the transaction(s) between the parties contemplated by the Transaction Documents, at a competitive disadvantage with peaceful exercise businesses in the same or like industries. (f) The Tribe (and the Authority under delegated powers from the Tribe) is legally permitted to conduct Class II Gaming and Class III Gaming (pursuant to the Tribal-State Compact) activities in the State under all Legal Requirements, and the Gaming Site for the Project constitutes “Indian lands” upon which the Tribe may legally conduct gaming under IGRA. Third Amendment to October 13, 2003 Amended Memorandum Agreement 05/17/07 execution version (g) Neither the Tribe nor any of its Affiliates has enacted any law, ordinance, resolution, rule or regulation impairing the rights or obligations of the rights Authority or LKAR under this Amended Memorandum Agreement or under any Transaction Documents, as amended, contemplated hereby. (h) The Tribal Agreement constitutes a valid and discharge of binding obligation, enforceable against the obligations by the Concessionaire, except Tribe in accordance with this Agreementits terms.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that:SSNNL / FED (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi- judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority / SSNNL / FED’s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it has the right, power and authority to grant Right of Way, access and possession of the Site for the Project in response accordance with the terms of this Agreement; (i) SSNNL and FED are the true and lawful owner of the their respective land parcel at Site and has power and authority to grant the License in respect thereto to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, Concessionaire in connection with the Project is, to the best terms of its knowledge and belief, true and accurate in all material respectsthis Agreement; and (ij) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereofConcession Period, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents represents, warrants and warrants to agrees with the Concessionaire Lender that: (a) it the Authority is duly organized and validly existing as an industrial development authority under the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the “Act”), and has full the power and authority authority (1) to executeissue, sell and deliver the Bond to the Lender as provided herein, (2) to finance the Project with the proceeds of the Bond and (3) to consummate all transactions contemplated by, and perform its obligations under under, this Bond Purchase Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreementother Documents; (b) it has taken all necessary actions under Applicable Laws to authorize when delivered to, and paid for by the execution, delivery and performance Lender at the Closing in accordance with the provisions of this Bond Purchase Agreement; (c) it has , the financial standing Bond will have been duly authorized, executed, issued and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes delivered and will constitute a legal, valid and binding limited obligation enforceable against it in accordance of the Authority; (c) the adoption of the Resolution (as defined below) and the execution and delivery of the Documents and compliance with the terms hereofprovisions thereof, under the circumstances contemplated hereby and thereby, do not and will not (1) violate the Constitution or laws of the Commonwealth of Virginia, including, without limitation, the Act, the ordinances creating the Authority, the Authority’s Bylaws or any other existing law, rule, regulation, order, writ, judgment, injunction, decree, or determination of any court, regulatory agency or other governmental unit by which the Authority is bound, or (2) conflict with, result in a breach of, or constitute a default under, any existing resolution, ordinance, indenture of trust or mortgage, loan or credit agreement, or any other existing agreement or instrument to which the Authority is a party or by which the Authority may be bound; (d) the Authority has duly authorized, executed and delivered, and approved the performance by the Authority of its obligations contained in the Documents; (e) it has complied with Applicable Laws in prior to the Closing, all material respectsapprovals, consents and orders, if any, of any governmental authority, board, agency or commission having jurisdiction over the Authority which would constitute a condition precedent to the performance by the Authority of its obligations hereunder and under the Bond and the other Documents have been obtained; (f) it has good and valid right no suit, action, proceeding or investigation is pending or, to the Siteknowledge of the Authority, threatened against or affecting any of the Authority’s properties, or against or affecting the Authority, before any court or governmental department, commission, board, bureau, agency or instrumentality which involves or would materially affect any of the transactions contemplated hereby or by the other Documents, or which, if determined adversely, could have a material adverse effect on (i) the organization or existence of the Authority, (ii) the execution and has power and delivery by the Authority of the Documents, (iii) the performance by the Authority of its obligations under the Documents, (iv) the validity or enforceability of the Documents or the transactions contemplated thereby, (v) the title or authority to grant a license in respect thereto of any Authority or County officials executing the Documents or other documents relating to the Concessionaire.transactions contemplated thereby, or (vi) any authority or proceeding relating to the execution and delivery of the Documents on behalf of the Authority; (g) there are no actionsset of facts exists that, suits either immediately upon execution and delivery of any of the Documents or proceedings pending orwith the passage of time or giving of notice, or both, thereafter, would cause or lead to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the a default or breach Event of this Agreement or which individually or in the aggregate may result in Default under any material adverse effect upon its ability to perform its obligations under this Agreementof such Documents;” (h) as of the Closing, the Authority will have complied with all information provided by it in response the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Request for Qualification Closing other than those specified hereunder which have been waived by the Lender; (i) the Authority has not created or suffered to be created or agreed to create or suffer to be created any lien, encumbrance or charge upon the revenues and Request for Proposalsfunds, including amendments thereto or disclosures thereunderbut not limited to, the Basic Rent (as defined in connection with the Project isLease Agreement) and Additional Rent (as defined in the Lease Agreement), if any, to be paid under the best Lease Agreement and pledged to secure the Bond except the pledge, lien and charge for the security of its knowledge and belief, true and accurate in all material respectsthe Bond; and (ij) upon the Concessionaire paying the Annual Concession Fee representations and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise agreements of the rights Authority herein will be true and discharge correct in all material respects as of the obligations by the Concessionaire, except in accordance with this AgreementClosing.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire Contractor that: : (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; thisAgreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the Contract AgreementPage 47 of 153 “Widening / Improvement to 4 (Four) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 execution, delivery and performance of this Agreement; thisAgreement; (c) it has the financial standing and capacity to perform its obligations under this Agreement; ; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; termshereof; (e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order ofanyGovernment Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; (f) it has complied with Applicable Laws in all material respects; materialrespects; (fg) it has good and valid right to the Site, Site and has the power and authority to grant a license the Right of Way in respect thereto thereof to the Concessionaire. Contractor;and (gh) there are no actionsit has procured Right of Way and environment clearances such that the Contractor can commence construction forthwith on 90% (ninety per cent) of the total length of the ProjectHighway. 5.3 Disclosure In the event that any occurrence or circumstance comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue or incorrect, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement the representation or which individually warranty that has been found to be untrue or in the aggregate may result in incorrect nor shall it adversely affect or waive any material adverse effect upon its ability to perform its obligations obligation of either Party under this Agreement;” . Contract AgreementPage 48 of 153 “Widening / Improvement to 4 (hFour) Lane with Paved Shoulder configuration of existing single lane road from Kachukhana Harichara Paglagaunj to Dhubri - Phulbari Bridge approach (Package-II) of Srirampur - Dhubri Section of NH-127B from existing Km 28.050 to Km 55.060 (Design Km 27.650 to Km 54.154), (Design Length=26.504 Km) on EPC Mode in the State of Assam under JICA - ODA loan assistance.” Mar 2022 Article 6 Disclaimer 6.1 Disclaimer (i) The Contractor acknowledges that prior to the execution of this Agreement, the Contractor has, after a complete and careful examination, made an independent evaluation of the Request for Proposal, Scope of the Project, Specifications and Standards of design, construction and maintenance, Site, local conditions, physical qualities of ground, subsoil and geology, traffic volumes, suitability and availability of access routes to the Site and all information provided by the Authority or obtained, procured or gathered otherwise, and has determined to its satisfaction the accuracy or otherwise thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or may be faced by it in response the course of performance of its obligations hereunder. Save as provided in Clause 3.1 and Clause 5.2, the Authority makes no representation whatsoever, express, implicit or otherwise, regarding the accuracy, adequacy, correctness, reliability and/or completeness of any assessment, assumptions, statement or information provided by it and the Contractor confirms that it shall have no claim whatsoever against the Authority in thisregard. (ii) The Contractor acknowledges and hereby accepts to have satisfied itself as to the Request for Qualification correctness and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise sufficiency of the rights and discharge of the obligations by the Concessionaire, except in accordance with this AgreementContractPrice.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court of law or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (hf) all information provided by it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in response any material adverse effect on the Authority’s ability to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection perform its obligations under this Agreement; g) it has complied with the Project is, to the best of its knowledge and belief, true and accurate Applicable Laws in all material respects; and; (h) it has the right, power and authority to the existing Diagnostic facilities in the Hospitals up to the Commercial Operations Date; i) upon the Concessionaire paying the Annual Premium and Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement; j) it has good and valid right to the Project Site, and has power and authority to grant a licence in respect thereto to the Concessionaire.

Representations and Warranties of the Authority. 7.2.1 The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority Authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government InstrumentalityAuthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority’s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all the information provided by it the Authority in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and; (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereofConcession Period, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement. (j) The Concessionaire was and is duly organized and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has validly consented to and requested the COT to enter into this Agreement with the Concessionaire pursuant to the invitation for bid and has agreed to and unconditionally accepted the terms and conditions set forth in this Contract; (k) No representation or warranty by the Concessionaire contained herein or in any other document furnished by it to the COT or to any Governmental Agency in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; and

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire Strategic Partner that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the RFP and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying Strategic Partner submitting the Annual Concession Fee Performance Security and performing the covenants herein, it shall not at any time during the term Term hereof, interfere with the peaceful exercise of the rights and discharge of the obligations by the ConcessionaireStrategic Partner, except in accordance with this Agreement.

Representations and Warranties of the Authority. 7.2.1 The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement;; Draft Concession Agreement (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority‟s ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the tender notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right, power and authority to manage and operate the Project up to the Appointed Date; (j) it has good and valid right to the Project Sites and Project Facility(s), and has power and authority to grant a license in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority's ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right, power and authority to manage the Site up to the Appointed Date; (j) it has good and valid right to the Site, and has power and authority to grant a lease in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi- judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority's ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and; (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement; and (j) it has good and valid right to the land comprising the Site and has power andauthority to grant license in respect thereto to the Concessionaire.

Representations and Warranties of the Authority. The Authority represents and warrants to for the Concessionaire thatbenefit of NGHS, the Bond Trustee and the owners of the Series 2021B Certificates as follows: (a) it The Authority is validly existing as a public body corporate and politic under the laws of the State, and has full all requisite power and authority to executeenter into this Agreement, deliver the Contract, the Escrow Deposit Agreement, and perform its obligations under this Agreement the Bond Indenture (collectively, the “Authority Execution Documents”), and to carry out the and consummate all transactions contemplated herein and that it has taken all actions necessary to execute on its part by this Agreement, exercise its rights the Contract, the Escrow Deposit Agreement, the Bond Indenture, and perform its obligationsthe Lease (collectively, under this Agreement;the “Authority Documents”). (b) it has taken The execution and delivery by the Authority of the Authority Execution Documents, and the performance by the Authority of its obligations under the Authority Documents, have been duly and effectively authorized by all necessary actions under Applicable Laws corporate action on the part of the Authority, including the adoption of an appropriate approving resolution of its governing board, and do not and will not conflict with or result in any breach of any of the material terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any material lien, charge or encumbrance upon any property or assets of the Authority pursuant to authorize any indenture, loan agreement or other agreement or instrument (other than the executionBond Indenture, delivery this Agreement and performance the Lease) or of this Agreement;any material restriction to which the Authority is a party or by which the Authority, its properties or operations may be bound, and such action will not result in any material violation of the provisions of its by-laws or similar governing documents of the Authority or any material laws, ordinances, governmental rules or regulations or court or other governmental orders to which the Authority, its properties or operations is subject. (c) it has The Authority Execution Documents have been duly authorized, executed and delivered by the financial standing Authority, and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes a the Authority Documents are legal, valid and binding obligation enforceable against it in accordance obligations of the Authority. (d) To the knowledge of the Authority, no event has occurred and no condition exists that, upon execution of this Agreement, would constitute a Default or Loan Default hereunder. To the knowledge of the Authority, no event of default exists under the Bond Indenture or the Lease and no event has occurred which with the terms hereof;passage of time or notice would become an event of default under the Bond Indenture or the Lease. (e) it has complied with Applicable Laws in all material respects;No consent, approval or authorization of, or filing, registration or qualification with, any governmental authority (other than those, if any, already obtained) is required on the part of the Authority as a condition to the execution and delivery of Authority Execution Documents, or the consummation by the Authority of any transaction herein or therein contemplated. (f) it has good and valid right To the best knowledge of the Authority, no event of default under the loan agreement relating to the SiteSeries 2014A Certificates has occurred, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actionsevent which, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project ispassage of time or the giving of notice, to the best or both, would constitute such an event of its knowledge default, has occurred and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreementis continuing.

Representations and Warranties of the Authority. 7.2.1 The Authority represents and warrants to the Concessionaire that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this the Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-quasi- judicial or other Government Instrumentalityauthority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon impairment of its ability to perform its obligations under this Agreement;” (f) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on the Authority ability to perform its obligations under this Agreement; (g) it has complied with Applicable Laws in all material respects; (h) all information provided by it in response the Tender Notice and invitation to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, bid in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; (i) it has the right, power and authority to manage and operate the Project up to the Appointed Date ; (j) it has good and valid right to the Site, and has power and authority to grant lease in respect thereto to the Concessionaire; and (ik) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.

Representations and Warranties of the Authority. The Authority represents and warrants to the Concessionaire Contractor that: : (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; thisAgreement; (b) it has taken all necessary actions under the Applicable Laws to authorize authorise the execution, delivery and performance of this Agreement; thisAgreement; Contract AgreementPage 47 of 159 “Four Laning of Jhanji to Demow from Km. 491.050 to Km. 535.250 of NH-37 in the state of Assam under SARDP on Engineering Procurement and Construction (EPC) Mode. April 2022 (c) it has the financial standing and capacity to perform its obligations under this Agreement; ; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; termshereof; (e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order ofanyGovernment Instrumentality which may result in any material adverse effect on the Authority’s ability to perform its obligations under this Agreement; (f) it has complied with Applicable Laws in all material respects; materialrespects; (fg) it has good and valid right to the Site, Site and has the power and authority to grant a license the Right of Way in respect thereto thereof to the Concessionaire. Contractor;and (gh) there are no actionsit has procured Right of Way and environment clearances such that the Contractor can commence construction forthwith on 90% (ninety per cent) of the total length of the ProjectHighway. 5.3 Disclosure In the event that any occurrence or circumstance comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue or incorrect, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement the representation or which individually warranty that has been found to be untrue or in the aggregate may result in incorrect nor shall it adversely affect or waive any material adverse effect upon its ability to perform its obligations obligation of either Party under this Agreement;” . Contract AgreementPage 48 of 159 Four Laning of Jhanji to Demow from Km. 491.050 to Km. 535.250 of NH-37 in the state of Assam under SARDP on Engineering Procurement and Construction (hEPC) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreement.Mode. April 2022 Article 6

Representations and Warranties of the Authority. The Authority hereby represents and warrants to warrants, as of the Concessionaire Effective Date, that: (a) it 21.4.1 The Authority has full the power and authority to execute, deliver and perform its obligations under enter into this Sublease Agreement and to carry out do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; (b) it has taken all necessary actions under Applicable Laws to authorize the execution, delivery and performance of this Agreement; (c) it has the financial standing and capacity to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it Authority in accordance with the terms hereof; 21.4.2 This Sublease Agreement and the other Project Agreements to which it is a Party have been duly executed by the Authority and are legally valid and binding upon the Authority, 21.4.3 No consent is required to be obtained by the Authority from, and no notice or filing is required to be given by the Authority to or made by the Authority with, any Person (eincluding any Relevant Authority) it has complied in connection with Applicable Laws in the execution and delivery by the Authority of this Sublease Agreement or the consummation of the transactions contemplated hereby, except for such consents that have been obtained and notices of filings that have been given as of the Effective Date or such other consents that are not required to be obtained as at the Effective Date and are expected to be obtainable following the Effective Date, 21.4.4 The Authority or its designees are or will be the holder of all material respects;governmental consents, Permits and other authorizations required to fulfill its obligations , if any, expressly provided under this Sublease Agreement, (f) it has 21.4.5 The Authority has, and shall retain, good and valid right title to the Port Facilities and the Site, and the Authority has power and authority to grant a license all necessary rights in respect thereto of the Site in order to lease the Concessionairesame to Gateway under the Concession Agreement, as modified by the terms of Exhibit A attached hereto. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality21.4.6 The execution and delivery of this Sublease Agreement by the Authority, the outcome consummation of which may the transactions contemplated hereby and the performance by the Authority of the terms, conditions and provisions hereof has not and will not contravene or violate or result in the default or a material breach of this Agreement (with or which individually without the giving of notice or in the aggregate may result in lapse of time, or both) or acceleration of any material adverse effect upon its obligations of the Authority under (a) any Applicable Law, (b) any material agreement, instrument or document to which the Authority is a party or by which it is bound or (c) the enabling legislation, articles, bylaws or governing documents of the Authority; and 21.4.7 After making due inquiries, the Authority has no actual knowledge of any proceedings, actions or claims, pending or threatened, against or otherwise involving the Authority that would have a Material Adverse Effect on the Authority’s ability to perform fulfill its respective obligations under this Agreement;” (h) all information provided by Sublease Agreement or the other Project Agreements to which it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this Agreementis a party.

Representations and Warranties of the Authority. The Authority hereby represents and warrants to that on the Concessionaire thatClosing Date: (a) The Authority is a body corporate and politic of the State of South Dakota duly organized and established pursuant to the MFA Act and the laws of the State of Dakota and has the full power, authority and legal right to conduct its business as presently conducted, to own or hold under lease the property it has full power purports to own or hold under lease and authority to execute, deliver enter into and perform its obligations under this Agreement and each of the other Operative Documents to carry out which it is or will become a party, including, but not limited to, the transactions contemplated herein full power, authority and that it has taken all actions necessary legal right to execute this Agreementreceive from the User Head Lessor the User Head Lease Interest under the User Head Lease, exercise its rights to grant to the Trust the Head Lease Interest under the Head Lease, to lease the Facility from the Lessor under the Lease and perform its obligations, to sublease the Facility to the Sublessee under this Agreement;the Sublease. (b) The execution, delivery and performance of this Agreement and each of the other Operative Documents to which it has taken is or will become a party have been duly authorized by all necessary actions under Applicable Laws action on the part of the Authority and do not and will not violate the MFA Act or any of its ordinancesresolutions. Each Operative Document to authorize which the Authority is a party has been duly and validly executed and delivered by the Authority and neither the execution, delivery and performance of this Agreement;any such Operative Document nor the consummation of the transactions contemplated thereby, nor compliance by the Authority with any of the terms and conditions thereof: (ci) require the Authority to obtain any consent or approval of, or to give notice to, or to take any other action in respect of, any Governmental Authority (other than the consents referred to in Section 3(u), which have been obtained) or any trustee or holder of any indebtedness or obligations of the Authority; and (ii) do or will contravene the MFA Act, any of its ordinancesresolutions or any Applicable Law binding on or applicable to it has or its property, or contravene the financial standing and capacity provisions of, or constitute a default under, or result in the creation of any Lien (other than the respective rights of parties to the Operative Documents created under the Operative Documents) upon the property of the Authority under any agreement or instrument to which the Authority is a party or by which the Authority or its properties are bound or affected where the effect thereof would be to adversely affect the ability of the Authority to perform its obligations under this Agreement; (d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (e) it has complied with Applicable Laws in all material respects; (f) it has good and valid right to the Site, and has power and authority to grant a license in respect thereto to the Concessionaire. (g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other Government Instrumentality, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material adverse effect upon its ability to perform its obligations under this Agreement;” (h) all information provided by it in response to the Request for Qualification and Request for Proposals, including amendments thereto or disclosures thereunder, in connection with the Project is, to the best of its knowledge and belief, true and accurate in all material respects; and (i) upon the Concessionaire paying the Annual Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the Concessionaire, except in accordance with this AgreementOperative Documents.