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

Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee that: 4.1 [Assignee is a “citizen of the United States” within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ ] and has the power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.6 [Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according to [Xxxxx’x Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a guarantor meeting either such standard; debt rating representation would confirm satisfaction of Section 14.3(c)(x)(ii) of the CTA] 4.7 [Assignee is not an airline or an Affiliate of an airline.]

Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee that: 4.1 [Assignee is a “"citizen of the United States” " within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ [_______] and has the _______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.6 [Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according to [Xxxxx’x Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a guarantor meeting either such standard; debt rating representation would confirm satisfaction of Section 14.3(c)(x)(ii) of the CTA] 4.7 [Assignee is not an airline or an Affiliate of an airline.]

Assignee’s Representations and Warranties. Assignee The Assignee, for the benefit of the Assignor, the Borrower and the Agent on behalf of the Lenders, (i) represents and warrants to Assignor that (A) it is duly and Lessee that: 4.1 [Assignee is a “citizen of the United States” within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ ] and has the power to own its assets and to carry on its business as presently conducted and legally authorized to enter into this Assignment and perform Assumption Agreement, (B) the execution, delivery and performance of this Agreement. 4.3 This Assignment and Assumption Agreement has been duly authorized all necessary corporate action on the part do not conflict with any provision of Assignee and neither the execution and delivery hereof nor the consummation law or of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does charter or will contravene any law applicable to Assignee, conflict with the by-laws or other constitutional documents of the Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lienagreement binding on the Assignee, charge or encumbrance upon any property of Assignee under(C) all acts, any material credit agreement or instruments or other agreement or instruments conditions and things required to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization of, be done and has given every notice to, each Government Entity having jurisdiction with respect performed and to have occurred prior to the execution, delivery or and performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed Assignment and delivered by Assignee Assumption Agreement, and constitutes a to render the same the legal, valid and binding obligation of the Assignee, enforceable against Assignee it in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement have been done and performed and have occurred in due and strict compliance with all Applicable Laws; (ii) confirms that it has received a copy of the rights Warehouse Agreement, together with copies of creditors generally the most recent financial statements of the Borrower and/or the Servicers delivered pursuant to the terms of the Warehouse Agreement and/or any other Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (iii) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Warehouse Agreement; (iv) represents and warrants that on the Effective Date, it is not a “Competitor” and it is an “Eligible Assignee”; (v) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Warehouse Agreement and the other Loan Documents as are delegated to the Agent by general principles the terms thereof, together with such powers as are reasonably incidental thereto; (vi) represents and warrants as of equity the date hereof, as provided in Section 6.02 of the Warehouse Agreement; (regardless vii) agrees to be bound by the provisions of whether such enforceability is considered in a proceeding in equity or at law). 4.6 [Assignee has a tangible net worth Article X of the Warehouse Agreement; (determined viii) agrees that it will perform in accordance with GAAPtheir terms all the obligations which by the terms of the Warehouse Agreement are required to be performed by it as a Lender; (ix) agrees to be bound by all provisions of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according the Warehouse Agreement applicable to [Xxxxx’x Investors Services, Inc./Standard & Poor’s Corporation.the holder of a Tranche A Allocation and holder of a Tranche A Note,] [representation to be made in and the alternative; or made with respect to holder of a guarantor meeting either such standard; debt rating representation would confirm satisfaction Tranche B Allocation and holder of a Tranche B Note,] and (x) has paid the Agent all fees and expenses (including, without limitation, legal fees and expenses) payable under Section 14.3(c)(x)(ii) 11.03 of the CTA] 4.7 [Assignee is not an airline or an Affiliate of an airlineWarehouse Agreement.]

Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor Assignor, and Lessee agrees, that: 4.1 [6.1 Assignee is a “citizen of the United States” within the meaning of the Federal Aviation Act of 1958has all right, as amendedpower, legal capacity and as recodifed in Subtitle VII of Title 49 of the United States Code, authority to execute and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ ] and has the power to own its assets deliver this Agreement and to carry on its business as presently conducted perform hereunder and to enter into under any other agreement or document that Assignee may execute and perform this Agreementdeliver in connection herewith. 4.3 This 6.2 The execution, delivery and performance of this Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by this Agreement do not and will not (i) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Assignee with or any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents property of Assignee, or (ii) result in any a breach of, or constitute a default under any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party subject, or by which Assignee (iii) require any authorizations, consents, approvals, licenses, exemptions from or its properties filings or assets are boundregistrations with any state, commonwealth, federal, foreign, territorial, regulatory, or other governmental department, commission, board, bureau, agency or instrumentality. 4.4 6.3 Assignee has made such examination, review and investigation of Borrower, and of the facts and circumstances necessary to evaluate Borrower, as Assignee has deemed necessary or appropriate. 6.4 Assignee has received every consentcopies of each of the Loan Documents and has made such examination, approval review and investigation of the Loan, the Loan Documents and the Land securing the Loan, if any, water rights and water agreements, if any, relating to the Land (“Water Rights”) and of the related facts and circumstances necessary to evaluate the Loan, the Loan Documents, the Land and the Water Rights as Assignee has deemed necessary or authorization ofappropriate. 6.5 Except for those explicitly provided herein, Assignee has not relied on any statement, representation or warranty, express or implied, of Assignor or any of Assignor’s officers, employees, consultants, appraisers, attorneys or agents, regarding Borrower, the Loan, the collectability of the Loan, the Loan Documents, the Land and the Water Rights. Assignee has made its own independent evaluation of Borrower, the Loan, the collectability of the Loan, the Loan Documents, the Land and the Water Rights. 6.6 Assignee acknowledges that (i) Assignor is not responsible for any statement, representation or warranty of Borrower, of any person acting or purporting to act on behalf of Borrower, or contained in any Loan Document, (ii) Assignee possesses such information as Assignee deems necessary or appropriate in order for Assignee to evaluate Borrower, and has given every notice (iii) there may exist at this time various events of default under the Loan Documents, including, but not limited to, each Government Entity having jurisdiction with respect to default in the execution, delivery or performance of this Agreement by Assigneepayments required thereunder. 4.5 6.7 Assignee is acquiring the Loan for its own account and not with a view to, or for sale in connection with, any public distribution thereof, and Assignee has no present intention of making any distribution of the Loan or any Loan Documents in a manner which would violate any applicable securities or banking laws. Neither Assignee, nor any parent, subsidiary or affiliate of Assignee, is related to or affiliated in any way with the Borrower or Xxxxxxx Homes, Inc. 6.8 This Agreement has been duly executed and delivered by Assignee and constitutes a the legal, valid and binding obligation of Assignee, Assignee enforceable against Assignee in accordance with its terms, except as such enforceability may be limited terms and is entered into voluntarily by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability Assignee. The transaction represented hereby is considered in a proceeding in equity or at law)an arms-length transaction for fair value. 4.6 [Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according to [Xxxxx’x Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a guarantor meeting either such standard; debt rating representation would confirm satisfaction of Section 14.3(c)(x)(ii) of the CTA] 4.7 [Assignee is not an airline or an Affiliate of an airline.]

Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor Assignor, and Lessee agrees, that: 4.1 [(a) Assignee is a “citizen of the United States” within the meaning of the Federal Aviation Act of 1958, as amendedhas all requisite power and authority to execute and deliver, and as recodifed in Subtitle VII to perform all of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [ ] and has the power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default obligations under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or this Agreement and each other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee in connection herewith; (b) Assignee has made such examination, review and investigation of Borrower, and of facts and circumstances necessary to evaluate Borrower, as it has deemed necessary and appropriate; (c) Assignee has received copies of each of the Loan Documents and has made such examination, review and investigation of the Loan and the Loan Documents, and of the related facts and circumstances necessary to evaluate the Loan and the Loan Documents, as it has deemed necessary and appropriate; (d) Assignee has not relied on any statement, representation or warranty, express or implied, of Assignor or any of Assignor’s directors, officers, employees, attorneys or agents, Assignee having made its own independent evaluation of Borrower, the Loan and each Loan Document; (e) Assignee is acquiring the Loan and Loan Documents for its own account and not with a view to, or for sale in connection with, any public distribution thereof, and Assignee has no present intention of making any distribution of the Loan or any Loan Documents in a manner which would violate any applicable securities law; (f) This Agreement constitutes a legal, valid and binding obligation of Assignee, Assignee enforceable against Assignee it in accordance with its terms, except as such enforceability may be limited ; and (g) The transaction contemplated by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability this Agreement is considered in a proceeding in equity or at law)an arms-length transaction for fair value. 4.6 [Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according to [Xxxxx’x Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a guarantor meeting either such standard; debt rating representation would confirm satisfaction of Section 14.3(c)(x)(ii) of the CTA] 4.7 [Assignee is not an airline or an Affiliate of an airline.]