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

Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor as follows: (a) Assignee is a limited partnership duly formed, currently existing and in good standing under the laws of the State of Maryland, and has the power and authority to consummate the transactions contemplated by this Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is duly authorized to do so. (b) This Agreement has been, and the Assignment will be, duly authorized, executed and delivered by Assignee and all consents required under Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignee, enforceable in accordance with its terms and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject. (c) Assignee is not an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 00, 0000 (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any entity or person listed above. (d) Assignee is not purchasing the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended. (e) All of the financial statements provided to Assignor pursuant to the Venture Agreement regarding the Venture, the Intermediaries, the Property Owners or the Properties were accurate in all material respects as of the date thereof. (f) To the knowledge of Assignee, there are no agreements existing as of the Effective Date or ongoing negotiations as of the Effective Date pursuant to which any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of Xxxxxxx Xxxxxx, an employee of an affiliate of Assignee. (g) Neither Assignee nor any of its affiliates have misappropriated any funds of Assignor or otherwise engaged in fraud, gross negligence or willful misconduct related to Assignor, the Intermediaries, the Property Owners or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The provisions of this Section 3 shall survive the Closing Date and the Closing for a period of six (6) months.

Assignee’s Representations and Warranties. The Assignee hereby represents and warrants to and covenants with the Assignor as followsthat: (a) the Assignee is a limited partnership duly formed, currently existing and in good standing under the laws of the State of Maryland, and has the full corporate power and authority capacity to consummate the transactions contemplated by enter into this Assignment Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is duly authorized to do so. (b) This Agreement has been, and the Assignment will be, duly been validly authorized, executed and delivered by Assignee and all consents required under the Assignee’s organizational documents or by law have been obtained. This Agreement is, ; (b) the entering into and the performance of this Assignment Agreement and the transactions contemplated herein will be, not result in the legal, valid violation of any of the terms and binding obligation provisions of the documents giving cause to the assignment by of the Assignee, enforceable in accordance with its terms and does not violate any provisions shareholders’ or directors’ resolutions, or of any agreement indenture, other agreement, written or judicial or administrative order oral, to which the Assignee is a party may be bound or to which it may be subject, or any judgment, decree, order, rule or regulation of any court or administrative body by which the Assignee is subject.bound, or any statute or regulation applicable to the Assignee; (c) there is no litigation, proceeding or investigation pending or threatened against the Assignee is not an entity or person (i) that is listed in nor does the Annex toAssignee know, or is otherwise subject have any grounds to know after due inquiry, of any basis for any litigation, proceeding or investigation which would affect the provisions of Executive Order 13224 issued on September 00, 0000 (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions value of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any entity or person listed above.Shares; (d) Assignee is not purchasing upon their issuance, the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject Shares will be validly issued to Title I the Assignor as fully paid and non-assessable shares in the capital of the Employee Retirement Income Security Act Assignee, free and clear of 1974 all liens, charges, adverse interests or of a plan subject restrictions on resale other than pursuant to Section 4975 of the Internal Revenue Code of 1986, as amended.3 herein and applicable U.S. securities laws; and (e) All the common shares of the financial statements provided to Assignor pursuant to Assignee are quoted on the Venture Agreement regarding OTC Bulletin Board under the Venturesymbol LIEG.OB, the Intermediaries, the Property Owners and are not listed or the Properties were accurate in all material respects as of the date thereof. (f) To the knowledge of Assignee, there are no agreements existing as of the Effective Date or ongoing negotiations as of the Effective Date pursuant to which quoted on any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of Xxxxxxx Xxxxxx, an employee of an affiliate of Assignee. (g) Neither Assignee nor any of its affiliates have misappropriated any funds of Assignor or otherwise engaged in fraud, gross negligence or willful misconduct related to Assignor, the Intermediaries, the Property Owners or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The provisions of this Section 3 shall survive the Closing Date and the Closing for a period of six (6) months.other stock exchange;

Assignee’s Representations and Warranties. The Assignee hereby represents and warrants to the Assignor that, as followson the date of this Agreement and with reference to the facts and circumstances then existing: (a) the Assignee is a limited partnership liability company, duly formedorganised, currently validly existing and in good standing under the laws of India, has obtained a certificate of registration as a securitisation and asset reconstruction company from the State Reserve Bank of MarylandIndia, pursuant to Section 3 of the SARFAESI and is duly qualified and licensed to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications; (b) the Assignee has the power full corporate power, authority and authority legal right to consummate the transactions contemplated by enter into this Agreement and the Assignment. Each individual executing Transaction Documents and to take any action and execute any documents required by the terms thereof and that this Agreement and/or the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is duly authorized to do so. (b) This Agreement has been, and the Assignment will beTransaction Documents have been duly authorised by all necessary corporate proceedings, have been duly authorized, and validly executed and delivered by Assignee and all consents required under the Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, are the legal, valid and binding obligation of the Assignee, enforceable in accordance with the terms thereof; and that the executant of this Agreement and the Transaction Documents, on behalf of the Assignee, has been duly empowered and authorised to execute the same and to perform all its obligations in accordance with the terms herein and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject.therein; (c) Assignee is not an entity no Consent, approval, order, registration or person (i) that is listed in the Annex toqualification of, or with, any court or Statutory Authority having jurisdiction over the Assignee, the absence of which, would adversely affect the legal and valid execution, delivery and performance by the Assignee of this Agreement or the documents and instruments contemplated hereby or the taking by the Assignee of any actions contemplated herein, is otherwise subject to required; (d) neither the execution and delivery of this Agreement and the other Transaction Documents by the Assignee, nor the consummation of the transactions contemplated hereby or thereby, nor the fulfilment of, or compliance with, the terms and conditions of this Agreement and the other Transaction Documents, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of Executive Order 13224 issued on September 00, 0000 any legal restriction (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act any judgement, order, injunction, decree or ruling of 2001any court or Statutory Authority, or (vany Applicable Law) who is otherwise affiliated with or any entity covenant or person listed above. (d) agreement or instrument to which the Assignee is not purchasing now a party, or by which the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I Assignee or any of the Employee Retirement Income Security Act of 1974 Assignee's property is bound, nor does such execution, delivery, consummation or of a plan subject to Section 4975 compliance violate or result in the violation of the Internal Revenue Code Assignee's Certificate of 1986Incorporation, as amended.Memorandum of Association or Articles of Association; (e) All the Assignee agrees that, on execution of this Agreement and upon receipt of the financial statements provided to consideration by the Assignor, all rights of the Assignor pursuant in respect of the Transaction Documents and the Loans ceases and the entire credit risks associated with the Financing Documents shall stand transferred to the Venture Agreement regarding Assignee from the Venture, the Intermediaries, the Property Owners or the Properties were accurate in all material respects as effective date of the date thereof.this Agreement; (f) To the knowledge of AssigneeAssignee has created the Trust mentioned in recital (A) following all the rules, there are no agreements regulations, guidelines and the laws in force and the said Trust is validly existing and is managed by the Assignee as of specified under the Effective Date or ongoing negotiations as of the Effective Date pursuant to which any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of Xxxxxxx Xxxxxx, an employee of an affiliate of Assignee.SARFAESI Act; and (g) Neither the Assignee nor any confirms that it has been given inspection of its affiliates have misappropriated any funds of Assignor or otherwise engaged in fraudthe accounts and all other documents, gross negligence or willful misconduct related letters, papers and writings including the Financing Documents, Loan and Transaction Documents referred to Assignorherein to enable the Assignee to examine, the Intermediaries, the Property Owners or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The provisions of this Section 3 shall survive the Closing Date conduct a Due Diligence Exercise and the Closing for Assignee has accordingly examined and conducted Due Diligence Exercise and Loans/ Financial Assets are being purchased based on a period of six (6) monthsconsidered decision by it without recourse to the Assignor.

Assignee’s Representations and Warranties. The Assignee hereby represents and warrants to the Assignor that, as followson the date of this Agreement and with reference to the facts and circumstances then existing: (a) the Assignee is a limited partnership liability company, duly formedorganised, currently validly existing and in good standing under the laws of India, has obtained a certificate of registration as a securitization and asset reconstruction company from the State Reserve Bank of MarylandIndia, pursuant to Section 3 of the SARFAESI and is duly qualified and licensed to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications; (b) the Assignee has the power full corporate power, authority and authority legal right to consummate the transactions contemplated by enter into this Agreement and the Assignment. Each individual executing Transaction Documents and to take any action and execute any documents required by the terms thereof and that this Agreement and/or and the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is Transaction Documents have been duly authorized to do so. (b) This Agreement has beenby all necessary corporate proceedings, have been duly and the Assignment will be, duly authorized, validly executed and delivered by Assignee and all consents required under the Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, are the legal, valid and binding obligation of the Assignee, enforceable in accordance with the terms thereof; and that the executant of this Agreement and the Transaction Documents, on behalf of the Assignee, has been duly empowered and authorized to execute the same and to perform all its obligations in accordance with the terms herein and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject.therein; (c) Assignee is not an entity no Consent, approval, order, registration or person (i) that is listed in the Annex toqualification of, or with, any court or Statutory Authority having jurisdiction over the Assignee, the absence of which, would adversely affect the legal and valid execution, delivery and performance by the Assignee of this Agreement or the documents and instruments contemplated hereby or the taking by the Assignee of any actions contemplated herein, is otherwise subject to required; (d) neither the execution and delivery of this Agreement and the other Transaction Documents by the Assignee, nor the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of, or compliance with, the terms and conditions of this Agreement and the other Transaction Documents, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of Executive Order 13224 issued on September 00, 0000 any legal restriction (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act any judgment, order, injunction, decree or ruling of 2001any court or Statutory Authority, or (vany Applicable Law) who is otherwise affiliated with or any entity covenant or person listed above. (d) agreement or instrument to which the Assignee is not purchasing now a party, or by which the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I Assignee or any of the Employee Retirement Income Security Act of 1974 Assignee’s property is bound, nor does such execution, delivery, consummation or of a plan subject to Section 4975 compliance violate or result in the violation of the Internal Revenue Code Assignee’s Certificate of 1986Incorporation, as amended.Memorandum of Association or Articles of Association; (e) All the Assignee agrees that, on execution of this Agreement and upon receipt of the financial statements provided to consideration by the Assignor, all rights of the Assignor pursuant in respect of the Transaction Documents and the Loans ceases and the entire credit risks associated with the Financing Documents shall stand transferred to the Venture Agreement regarding Assignee from the Venture, the Intermediaries, the Property Owners or the Properties were accurate in all material respects as effective date of the date thereof.this Agreement; (f) To the knowledge of AssigneeAssignee has created the Trust mentioned in recital (A) following all the rules, there are no agreements regulations, guidelines and the laws in force and the said Trust is validly existing and is managed by the Assignee as of specified under the Effective Date or ongoing negotiations as of the Effective Date pursuant to which any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of Xxxxxxx Xxxxxx, an employee of an affiliate of Assignee.SARFAESI Act; and (g) Neither the Assignee nor any confirms that it has been given inspection of its affiliates have misappropriated any funds of Assignor or otherwise engaged in fraudthe accounts and all other documents, gross negligence or willful misconduct related letters, papers and writings including the Financing Documents, Loan and Transaction Documents referred to Assignorherein to enable the Assignee to examine, the Intermediaries, the Property Owners or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The provisions of this Section 3 shall survive the Closing Date conduct a Due Diligence Exercise and the Closing for Assignee has accordingly examined and conducted Due Diligence Exercise and Loans/ Financial Assets are being purchased based on a period of six (6) monthsconsidered decision by it without recourse to the Assignor.

Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor as follows: (a) Assignee is a limited partnership duly formed, currently existing and in good standing under the laws of the State of Maryland, and has the power and authority to consummate the transactions contemplated by this Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is duly authorized to do so. (b) This Agreement has been, and the Assignment will be, duly authorized, executed and delivered by Assignee and all consents required under Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignee, enforceable in accordance with its terms and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject. (c) Assignee is not an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 00, 0000 (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any entity or person listed above. (d) Assignee is not purchasing the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended. (e) All of the financial statements provided to Assignor pursuant to the Venture Agreement regarding the Venture, the Intermediaries, the Property Owners Subsidiaries or the Properties were accurate in all material respects as of the date thereof. (f) To the knowledge of Assignee, there are no agreements existing as of the Effective Date or ongoing negotiations as of the Effective Date pursuant to which any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of Xxxxxxx Xxxxxx, an employee of an affiliate of Assignee. (g) Neither Assignee nor any of its affiliates have misappropriated any funds of Assignor the Venture or the Subsidiaries or otherwise engaged in fraud, gross negligence or willful misconduct related to Assignor, the IntermediariesVenture, the Property Owners Subsidiaries or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The provisions of this Section 3 shall survive the Closing Date and the Closing for a period of six (6) months.

Assignee’s Representations and Warranties. The Assignee hereby (i) represents and warrants that (A) it is duly and legally authorized to Assignor as follows: enter into this Assignment Agreement, (aB) Assignee is a limited partnership duly formedthe execution, currently existing delivery and in good standing under the laws performance of this Assignment Agreement does not conflict with Applicable Law or any provision of the State charter or by‑laws or other constitutional documents of Marylandthe Assignee, or of any agreement binding on the Assignee, (C) all acts, conditions and things required to be done and performed and to have occurred prior to the execution, delivery and performance of this Assignment Agreement, and has to render the power and authority to consummate the transactions contemplated by this Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to Assignor that he or she is duly authorized to do so. (b) This Agreement has been, and the Assignment will be, duly authorized, executed and delivered by Assignee and all consents required under Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, same the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms terms, have been done and does not violate any provisions performed and have occurred in due and strict compliance with all Applicable Laws; (ii) confirms that it has received a copy of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject. (c) Assignee is not an entity or person (i) that is listed in the Annex toCredit Agreement, or is otherwise subject together with copies of the most recent financial statements of the Borrower delivered pursuant to the provisions terms of Executive Order 13224 issued on September 00, 0000 (“XX00000”), (xx) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National Credit Agreement and Blocked Persons” (which list may be published from time such other documents and information as it has deemed appropriate to time in various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx) make its own credit analysis and decision to enter into this Assignment Agreement; (iii) who commitsagrees that it will, threatens independently and without reliance upon the Assignor, the Agent or the Loan Participant and based on such documents and information as it shall deem appropriate at the time, continue to commit make its own credit decisions in taking or supports “terrorism”, as that term is defined in EO3224, not taking action under the Credit Agreement; (iv) is subject to sanctions of appoints and authorizes the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 Agent and the Uniting Security Trustee to take such action [as agent and] security trustee, respectively, on its behalf and Strengthening America to exercise such powers under the Credit Agreement and the other Basic Documents as are delegated to the Agent and the Security Trustee by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001the terms thereof, or together with such powers as are reasonably incidental thereto; (v) who is otherwise affiliated with any entity or person listed above. (d) Assignee is not purchasing the Distributed GF LLC Interests with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended. (e) All of the financial statements provided to Assignor pursuant to the Venture Agreement regarding the Venture, the Intermediaries, the Property Owners or the Properties were accurate in all material respects represents and warrants that as of the date thereof. (f) To hereof, it is not entitled to any additional amounts payable under Section 5.01 or Section 5.03 of the knowledge of Assignee, there are no agreements existing Credit Agreement and as of the Effective Date or ongoing negotiations as date of the Effective Date pursuant Basic Documents, no Indemnified Tax would be imposed upon any amounts payable to which any it hereunder; (vi) agrees to be bound by the provisions of Section 11 of the Properties Credit Agreement; (vii) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be sold or master leased that have not been disclosed in writing performed by it as a Loan Participant; and (viii) agrees to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of Xxxxxxx Xxxxxx, an employee of an affiliate of Assignee. (g) Neither Assignee nor any of its affiliates have misappropriated any funds of Assignor or otherwise engaged in fraud, gross negligence or willful misconduct related to Assignor, the Intermediaries, the Property Owners or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused be bound by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The all provisions of this Section 3 shall survive the Closing Date and the Closing for Credit Agreement applicable to a period of six (6) monthsLoan Participant.