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

Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that the following matters are true as of the Effective Date: (i) Assignor is duly organized and legally existing under the laws of the State of California, (ii) the execution and delivery by Assignor of, and Assignor’s performance under, this Assignment Agreement and the instruments and documents referenced herein are within Assignor’s powers and have been duly authorized by all requisite corporate action, and (iii) the person executing this Assignment Agreement and the instruments and documents referenced herein on behalf of Assignor has the authority to do so. B. Assignor is a “United States Person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. C. This Assignment Agreement constitutes (and all agreements, instruments and documents to be executed and delivered by Assignor pursuant to this Assignment Agreement shall be) the legal, valid and binding obligation of Assignor enforceable in accordance with its terms, subject to laws applicable generally to creditor’s rights. Performance of this Assignment Agreement will not result in any breach of, or constitute a default under, any agreement or other instrument, judicial or administrative order or judgment to which Assignor is a party or by which Assignor or any portion of the Property might be bound. D. Assignor has received no written notice from any governmental agency that the Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof. E. Assignor has not received written notice from any governmental agency of any currently pending condemnation, zoning or other land-use regulation proceedings relating to the Property which would affect the use or operation of the Property or any portion thereof. F. Assignor has not received service of process with respect to any litigation that has been filed against Assignor that arises out of the occupancy of the Property and would materially affect the Property or the use thereof, or Assignor’s ability to perform hereunder. There are no proceedings or claims pending, or to Assignor’s knowledge, contemplated or threatened, before any court, commission, regulatory body, administrative agency or other governmental or quasi-governmental body with respect to Assignor’s use of the Property, or the ability of Assignor to consummate the transaction contemplated by this Assignment Agreement. (i) The Existing Lease is in full force and effect, (ii) Assignor has not delivered any written notice to Seller, as landlord, under the Existing Lease alleging a default by Seller, as landlord, which remains uncured, (iii) Assignor has not received any written notice from the landlord under the Existing Lease alleging a default by Assignor, as tenant, which remains uncured, and (iv) Assignor has delivered to Assignee, as part of the Property Information, a true, correct and complete copy of the Existing Lease and any and all amendments and/or guarantees relating thereto. Assignor has not previously assigned the Existing Lease or entered into any sublease in connection therewith, and there are no parties in possession of any portion of the Property other than Assignor. Assignor has the right to exercise the Purchase Option pursuant to the Existing Lease and to assign said Purchase Option to Assignee as provided herein. H. Assignor has no knowledge of the release of any hazardous materials onto the Property in violation of applicable laws and Assignor has not received written notice from any governmental entity alleging that Seller, Assignor and/or the Property is not in compliance with applicable laws governing the environmental condition of the Property. I. All contracts to which Assignor is a party relating to the maintenance, service and repair of the Property (collectively, the “Contracts”) delivered as part of the Property Information are the only service, supply, repair and maintenance agreements or equipment leases (excluding the Existing Lease and recorded instruments) to which Assignor is a party with respect to or affecting the Property. Assignor has delivered to Assignee, as part of the Property Information, true, correct and complete copies of all Contracts. Assignor has no knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts which remains uncured. Seller is not a party to any service contracts relating to the Property for which Assignor reimburses Seller. J. Assignor has not previously exercised the Extension Option or Purchase Option. K. Assignor has made available, or will make available, to Assignee true copies of the Property Information that are in the possession or control of Assignor, provided that, except as otherwise set forth in this Assignment Agreement, Assignor is not representing that the information or statements contained in the Property Information are accurate or complete. L. To Assignor’s knowledge, there are no property tax appeals pending with respect to the Property. M. No petition in bankruptcy (voluntary or otherwise), attachment, execution proceeding, assignment for the benefit of creditors, or petition seeking reorganization or insolvency, arrangement or other action or proceeding under federal or state bankruptcy law is pending against or contemplated (or, to Assignor’s knowledge, threatened) by or against Assignor or Seller. N. Assignor is not a Prohibited Person (defined below). To Assignor’s knowledge, none of its investors, affiliates or brokers or other agents (if any), acting or benefiting in any capacity in connection with this Assignment Agreement is a Prohibited Person. The assets Assignor will transfer to Assignee under this Assignment Agreement are not the property of, and are not beneficially owned, directly or indirectly, by a Prohibited Person. The assets Assignor will transfer to Assignee under this Assignment Agreement are not the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7). For purposes of this Agreement, “Prohibited Person” means any of the following: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in clause (i), (ii), (iii) and/or (iv) above. O. To Assignor’s actual knowledge, except as set forth in the Purchase Agreement, there are no commission agreement(s) requiring the payment of a commission, or any brokers requiring the payment of a commission by Assignor under the Purchase Agreement. All references to Assignor’s knowledge or awareness of receipt of documents shall refer to the actual knowledge of Xxxxxx Xxxxxxx without the duty of investigation or inquiry. Such individual is the party with Assignor that has the most knowledge of the Property. Assignor agrees that the representations and warranties above that are in the control of Assignor shall be considered re-stated as of the Assignment Closing.

Assignor’s Representations and Warranties. Assignor represents and warrants to Assignee that hereby makes the following matters representations and warranties to Assignee, all of which are true in all material respects as of the Effective Date and which shall, as a condition precedent to Closing hereunder, be true in all material respects as of the Closing Date: (ia) Assignor is a corporation, duly organized organized, validly existing and legally existing in good standing under the laws of the State of CaliforniaDelaware and authorized to transact business in the Commonwealth of Virginia, (ii) and has full right, power and authority to execute, deliver and perform its obligations under this Agreement. The execution of this Agreement, the execution and delivery by Assignor of, of the Assignment Agreement and Assignor’s performance under, of this Assignment Agreement and the instruments and documents referenced herein are within Assignor’s powers and transactions contemplated hereby have been duly authorized by all the requisite corporate actionaction on the part of the Assignor. All persons or entities with the right or obligation to consent to the conveyance contemplated by this Agreement or to Assignor’s entry into this Agreement, have consented to Assignor’s entry into, and performance of, this Agreement. (iiib) The execution and delivery of this Agreement, the person executing this Assignment Agreement consummation of the transactions contemplated hereby, and the instruments and documents referenced herein on behalf of Assignor has the authority to do so. B. Assignor is a “United States Person” within the meaning of Section 1445(f)(3) performance of the Internal Revenue Code of 1986, as amended. C. This Assignment Agreement constitutes (and all agreements, instruments and documents to be executed and delivered terms hereof by Assignor pursuant to this Assignment Agreement shall be) the legal, valid and binding obligation of Assignor enforceable in accordance with its terms, subject to laws applicable generally to creditor’s rights. Performance of this Assignment Agreement will not result in a breach of any breach of the terms or provisions of, or constitute a default under, any agreement agreement, indenture, organizational document or other instrument, judicial or administrative order or judgment instrument to which Assignor is a party or by which Assignor it, any of its assets is bound, nor, to Assignor’s knowledge, any judgment, decree, order, or award of any portion court, governmental body or arbitrator, or of the Property might be bound. D. Assignor has received no written notice from any governmental agency that the Property or the current use and operation thereof violate any applicable federal, state or municipal law, statuterule, code, ordinance, rule or regulation (including those relating applicable to environmental matters)Assignor, except with respect to such violations as have been fully cured prior to the date hereof. E. Assignor has not received written notice from any governmental agency of any currently pending condemnation, zoning or other land-use regulation proceedings relating to the Property in each instance in a manner which would affect the use or operation of the Property or any portion thereof. F. Assignor has not received service of process with respect to any litigation that has been filed against Assignor that arises out of the occupancy of the Property and would materially affect the Property or the use thereof, or might impair Assignor’s ability to perform hereunder. There are no proceedings or claims pending, or to Assignor’s knowledge, contemplated or threatened, before any court, commission, regulatory body, administrative agency or other governmental or quasi-governmental body with respect to Assignor’s use of the Property, or the ability of Assignor to consummate the transaction contemplated by its obligations under this Assignment Agreement. (c) Assignor is not a “foreign person” as contemplated in Section 1445 of the Internal Revenue Code, as amended. (d) Assignor (i) The Existing Lease is in full force and effecthas not made any general assignment for the benefit of creditors, (ii) Assignor has not delivered filed nor acquiesced in any written notice petition in any court (whether or not pursuant to Sellerany statute of the United States or of any State) for any bankruptcy, as landlordreorganization, under the Existing Lease alleging a default by Sellercomposition, as landlordextension, which remains uncuredarrangement or insolvency proceedings relating to Assignor, (iii) Assignor has not received made any written notice from application in any such proceedings for, nor acquiesced in, the landlord under the Existing Lease alleging appointment of a default by Assignortrustee, as tenantreceiver or similar officer for it or all or any portion of its property, which remains uncured, and or (iv) is not a “debtor” in any voluntary or involuntary bankruptcy proceeding, or subject to any continuing jurisdiction from a prior such proceeding. (e) Assignor has delivered to Assignee, as part of the Property Information, Assignee a true, correct and complete copy of the Existing Lease PSA, and any has advised Assignee that Assignor and all amendments and/or guarantees relating thereto. TST have entered into two separate correspondences, one in which TST has agreed to a reduction in the purchase price under the PSA, and the other in which Assignor has not previously assigned the Existing Lease or entered into any sublease in connection therewith, and there are no parties in possession of any portion of the Property other than Assignor. Assignor has the right agreed to exercise the Purchase Option pursuant to the Existing Lease and to assign said Purchase Option to Assignee as provided herein. H. Assignor has no knowledge of the release of any hazardous materials onto the Property in violation of applicable laws and Assignor has not received written notice from any governmental entity alleging that Seller, Assignor and/or the Property is not in compliance with applicable laws governing the environmental condition of the Property. I. All contracts to which Assignor is a party relating to the maintenance, service and repair of the Property (collectively, the “Contracts”) delivered as part of the Property Information are the only service, supply, repair and maintenance agreements or equipment leases (excluding the Existing Lease and recorded instruments) to which Assignor is a party forfeit certain rights with respect to or affecting property adjacent to the Property. Assignor has delivered to Assignee, as part of the Property Information, true, correct and complete copies of all Contracts. Assignor has no knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts which remains uncured. Seller is not a party to any service contracts relating to the Property for which Assignor reimburses Seller. J. Assignor has not previously exercised the Extension Option or Purchase Option. K. Assignor has made available, or will make available, to Assignee true copies of the Property Information that are in the possession or control of Assignor, provided that, except as otherwise set forth in this Assignment Agreement, Assignor is not representing that the information or statements contained in the Property Information are accurate or complete. L. To Assignor’s knowledgeOther than such separate correspondences, there are no property tax appeals pending with respect other documents executed between TST and Assignor relating to the PropertyPSA. Assignor is the owner of the PSA as purchaser and has not assigned the PSA to any other party. M. No petition in bankruptcy (voluntary or otherwise), attachment, execution proceeding, assignment for f) As of the benefit date of creditors, or petition seeking reorganization or insolvency, arrangement or other action or proceeding under federal or state bankruptcy law is pending against or contemplated (orthis Agreement and as of the Closing Date, to Assignor’s knowledge, threatened) by no default after any permitted notice or against Assignor or Seller. N. Assignor is not a Prohibited Person (defined below). To cure period exists on the part of TST under the VRSN Lease, and to Assignor’s knowledge, none there exists no facts that, with the passage of its investorstime or the giving of notice, affiliates or brokers or other agents both, would constitute a default thereunder. (if any)g) Pursuant to the PSA, acting or benefiting in any capacity in connection with this Assignment Agreement is a Prohibited Person. The assets Assignor will transfer has obtained consent from TST to assign the PSA to Assignee under this Assignment Agreement are not the property ofas contemplated herein, and are not beneficially owned, directly or indirectly, by a Prohibited Person. The assets Assignor will transfer to Assignee under this Assignment Agreement are not the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7). For purposes of this Agreement, “Prohibited Person” means any of the following: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in clause (i), (ii), (iii) and/or (iv) aboveextent required. O. (h) To Assignor’s actual knowledgeknowledge based solely upon the PSA, except other than the items listed on Schedule 7.12 attached to the PSA, Final Completion (as defined in the VRSN Lease) by TST of the Base Building Work (as defined in the VRSN Lease) pursuant to the terms of the VRSN Lease has occurred. Assignor acknowledges and agrees that Assignee shall not be responsible for the payment to Assignor of any tenant improvement allowance due Assignor from TST under the VRSN Lease or for the completion of any tenant improvements required to be made by TST for the benefit of Assignor under the VRSN Lease. All representations and warranties of Assignor set forth in this Section 6.1 are intended to and shall remain true and correct in all material respects as of the Purchase Agreement, there are no commission agreement(sClosing and shall survive Closing for a period of one (1) requiring the payment of a commissionyear (meaning that any claims by Assignee with respect to such representations or warranties shall be commenced by written notice to Assignor within said one (1) year period and shall be diligently pursued thereafter, or any brokers requiring shall be deemed to have expired and have been waived). Whenever in this Section 6 a representation of Assignor is based on the payment of a commission by Assignor under the Purchase Agreement. All references to “Assignor’s knowledge knowledge” or awareness words of receipt of documents similar import, such reference shall refer be deemed to be to the actual knowledge of Xxxxxx Xxxxxxx Xxxx Xxxxxx, without the duty of investigation or inquiryinquiry of any kind other than such investigation as were actually conducted by such person(s). Such individual is the party with Assignor that has the most knowledge of the Property. Assignor agrees that the representations and warranties above that are in the control of Assignor There shall be considered re-stated as no personal liability to said individuals arising out of the Assignment Closingsaid representations or warranties (all liability therefrom being attributable to Assignor hereunder).

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee that the following matters are true as of the Effective Datethat: (ia) Assignor Assingor is duly organized authorized to execute, deliver and legally existing under the laws of the State of California, perform this Agreement. (iib) the execution and delivery by Any court or third-party approvals necessary for Assignor of, and Assignor’s performance under, to enter into this Assignment Agreement and the instruments and documents referenced herein are within Assignor’s powers and have been duly authorized by all requisite corporate action, and obtained. (iiic) the person The entities and/or persons executing this Assignment Agreement and the instruments and documents referenced herein on behalf of Assignor has the authority are duly authorized to do soexecute and deliver this Agreement. B. Assignor is a “United States Person” within (d) This Agreement and the meaning of Section 1445(f)(3) of Loan Documents are in full force and effect and the Internal Revenue Code of 1986, as amended. C. This Assignment Agreement constitutes (and all agreements, instruments and documents to be executed and delivered by Assignor pursuant to this Assignment Agreement shall be) the legal, transactions contemplated therein constitute valid and binding obligation obligations of Assignor, enforceable against Assignor enforceable in accordance with its termstheir terms and have not been modified either orally or in writing by Assignor, subject to laws applicable generally to creditor’s rights. Performance except as set forth herein. (e) Lender has not waived any requirements of this Assignment Agreement will not result in the Loan Documents nor any breach of, or constitute a default under, any agreement or other instrument, judicial or administrative order or judgment to which Assignor of Lender's rights thereunder. (f) There is a party or no existing Event of Default by which Assignor or any portion event or condition known to Assignor that, with the giving of the Property might be boundnotice or passage of time or both, would constitute an Event of Default by Assignor. D. Assignor has received no written notice from any governmental agency that the Property or the current use (g) All taxes and operation thereof violate any assessments applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof. E. Assignor has not received written notice from any governmental agency of any currently pending condemnation, zoning or other land-use regulation proceedings relating to the Property which would affect the use or operation that are due and payable as of the Property or any portion thereofClosing have been paid. F. Assignor has not received service of process with respect (h) The next payment for real property taxes applicable to any litigation that has been filed against Assignor that arises out of the occupancy of the Property is due on or before December 1, 2001, and would materially affect the Property payable without delinquency or the use thereofpenalty on or before March 1, or Assignor’s ability to perform hereunder. There are no proceedings or claims pending, or to Assignor’s knowledge, contemplated or threatened, before any court, commission, regulatory body, administrative agency or other governmental or quasi-governmental body with respect to Assignor’s use of the Property, or the ability of Assignor to consummate the transaction contemplated by this Assignment Agreement2002. (i) The Existing Lease All representations and warranties of Assignor in the Purchase Agreement are true and correct. (j) All representations and warranties referred to herein shall be true as of the date of this Agreement and the Closing and shall survive the Closing. (k) There is in full force and effectno bankruptcy, (ii) Assignor has not delivered any written notice receivership or insolvency proceeding pending or threatened against Assignor. Lender is entitled to Seller, as landlord, under the Existing Lease alleging a default by Seller, as landlord, which remains uncured, (iii) Assignor has not received any written notice from the landlord under the Existing Lease alleging a default by Assignor, as tenant, which remains uncuredrely, and (iv) Assignor has delivered to Assigneerelied, as part upon these representations and warranties in the execution and delivery of the Property Information, a true, correct and complete copy of the Existing Lease and any this Agreement and all amendments and/or guarantees relating thereto. Assignor has not previously assigned the Existing Lease or entered into any sublease in connection therewith, other documents and there are no parties in possession of any portion of the Property other than Assignor. Assignor has the right to exercise the Purchase Option pursuant to the Existing Lease instruments executed and to assign said Purchase Option to Assignee as provided herein. H. Assignor has no knowledge of the release of any hazardous materials onto the Property in violation of applicable laws and Assignor has not received written notice from any governmental entity alleging that Seller, Assignor and/or the Property is not in compliance with applicable laws governing the environmental condition of the Property. I. All contracts to which Assignor is a party relating to the maintenance, service and repair of the Property (collectively, the “Contracts”) delivered as part of the Property Information are the only service, supply, repair and maintenance agreements or equipment leases (excluding the Existing Lease and recorded instruments) to which Assignor is a party with respect to or affecting the Property. Assignor has delivered to Assignee, as part of the Property Information, true, correct and complete copies of all Contracts. Assignor has no knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts which remains uncured. Seller is not a party to any service contracts relating to the Property for which Assignor reimburses Seller. J. Assignor has not previously exercised the Extension Option or Purchase Option. K. Assignor has made available, or will make available, to Assignee true copies of the Property Information that are in the possession or control of Assignor, provided that, except as otherwise set forth in this Assignment Agreement, Assignor is not representing that the information or statements contained in the Property Information are accurate or complete. L. To Assignor’s knowledge, there are no property tax appeals pending with respect to the Property. M. No petition in bankruptcy (voluntary or otherwise), attachment, execution proceeding, assignment for the benefit of creditors, or petition seeking reorganization or insolvency, arrangement or other action or proceeding under federal or state bankruptcy law is pending against or contemplated (or, to Assignor’s knowledge, threatened) by or against Assignor or Seller. N. Assignor is not a Prohibited Person (defined below). To Assignor’s knowledge, none of its investors, affiliates or brokers or other agents (if any), acting or benefiting in any capacity Lender in connection with this Assignment Agreement is a Prohibited Person. The assets Assignor will transfer to Assignee under this Assignment Agreement are not the property of, and are not beneficially owned, directly or indirectly, by a Prohibited Person. The assets Assignor will transfer to Assignee under this Assignment Agreement are not the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7). For purposes of this Agreement, “Prohibited Person” means any of the following: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in clause (i), (ii), (iii) and/or (iv) above. O. To Assignor’s actual knowledge, except as set forth in the Purchase Agreement, there are no commission agreement(s) requiring the payment of a commission, or any brokers requiring the payment of a commission by Assignor under the Purchase Agreement. All references to Assignor’s knowledge or awareness of receipt of documents shall refer to the actual knowledge of Xxxxxx Xxxxxxx without the duty of investigation or inquiry. Such individual is the party with Assignor that has the most knowledge of the Property. Assignor agrees that the representations and warranties above that are in the control of Assignor shall be considered re-stated as of the Assignment Closing.

Assignor’s Representations and Warranties. Assignor hereby represents and warrants to Assignee that the following matters are true as of the Effective Datefollows: (ia) Assignor is duly organized and legally existing under the laws The copy of the State of California, (ii) the execution and delivery by Assignor of, and Assignor’s performance under, this Assignment Agreement and the instruments and documents referenced herein are within Assignor’s powers and have been duly authorized by all requisite corporate action, and (iii) the person executing this Assignment Agreement and the instruments and documents referenced herein on behalf of Assignor has the authority to do so. B. Assignor Lease annexed hereto as Exhibit A is a “United States Person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. C. This Assignment Agreement constitutes (and all agreements, instruments and documents to be executed and delivered by Assignor pursuant to this Assignment Agreement shall be) the legal, valid and binding obligation of Assignor enforceable in accordance with its terms, subject to laws applicable generally to creditor’s rights. Performance of this Assignment Agreement will not result in any breach of, or constitute a default under, any agreement or other instrument, judicial or administrative order or judgment to which Assignor is a party or by which Assignor or any portion of the Property might be bound. D. Assignor has received no written notice from any governmental agency that the Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the date hereof. E. Assignor has not received written notice from any governmental agency of any currently pending condemnation, zoning or other land-use regulation proceedings relating to the Property which would affect the use or operation of the Property or any portion thereof. F. Assignor has not received service of process with respect to any litigation that has been filed against Assignor that arises out of the occupancy of the Property and would materially affect the Property or the use thereof, or Assignor’s ability to perform hereunder. There are no proceedings or claims pending, or to Assignor’s knowledge, contemplated or threatened, before any court, commission, regulatory body, administrative agency or other governmental or quasi-governmental body with respect to Assignor’s use of the Property, or the ability of Assignor to consummate the transaction contemplated by this Assignment Agreement. (i) The Existing Lease is in full force and effect, (ii) Assignor has not delivered any written notice to Seller, as landlord, under the Existing Lease alleging a default by Seller, as landlord, which remains uncured, (iii) Assignor has not received any written notice from the landlord under the Existing Lease alleging a default by Assignor, as tenant, which remains uncured, and (iv) Assignor has delivered to Assignee, as part of the Property Information, a true, correct and complete copy of the Existing Lease Lease, including all amendments, supplements and any and all amendments and/or guarantees relating modifications thereto. The Lease is in full force and effect. (b) No default or event that with the passage of time or notice would constitute a default ("Default") on the part of Assignor exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Assignor. No Default on the part of Landlord exists under the Lease in the performance of the terms, covenants and conditions of the Lease required to be performed on the part of Landlord. (c) Assignor has not previously assigned assigned, sublet, transferred, hypothecated or otherwise disposed of or encumbered its interest in the Existing Lease and/or the Demised Premises, or any part thereof. Assignor is the holder of the tenant's interest under the Lease, same is not subject to any lien or encumbrance, and no other person, firm or entity has any interest as tenant, licensee or concessionaire in or to the Lease or entered into any sublease in connection therewith, and there the Demised Premises. (d) There are no parties in possession notices or violation of any portion of law, ordinances, orders, regulations or other governmental directives affecting the Property other than Assignor. Assignor has the right to exercise the Purchase Option pursuant to the Existing Lease and to assign said Purchase Option to Assignee as provided hereinDemised Premises, which violation remains uncured. H. (e) No work has been performed, or caused to be performed, by Assignor has no knowledge or any affiliate of Assignor at the release of any hazardous materials onto the Property in violation of applicable laws and Assignor has not received written notice from any governmental entity alleging that Seller, Assignor and/or the Property Demised Premises which is not (i) in accordance with Assignor's obligations under, or restrictions set forth in, the Lease, or (ii) in compliance with all laws, ordinances, orders, regulations or other governmental directives applicable laws governing to the environmental condition Demised Premises. No work has been performed, or caused to be performed, by Assignor or any affiliate of Assignor at the PropertyDemised Premises which might give rise to mechanic's, materialmen's or other liens against the Demised Premises. I. All contracts to which Assignor is a party relating to the maintenance, service and repair of the Property (collectively, the “Contracts”f) delivered as part of the Property Information are the only service, supply, repair and maintenance agreements or equipment leases (excluding the Existing Lease and recorded instruments) to which Assignor is a party with respect to or affecting the Property. Assignor has delivered to Assignee, as part of the Property Information, true, correct and complete copies of all Contracts. Assignor has no knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts which remains uncured. Seller is not a party to any service contracts relating to the Property for which Assignor reimburses Seller. J. Assignor has not previously exercised the Extension Option or Purchase Option. K. Assignor has made available, or will make available, to Assignee true copies of the Property Information that are in the possession or control of Assignor, provided that, except as otherwise set forth in this Assignment Agreement, Assignor is not representing that the information or statements contained in the Property Information are accurate or complete. L. To Assignor’s knowledge, there There are no property tax appeals pending brokerage commissions or finder's fees owed by Assignor or any affiliate of Assignor with respect to the PropertyLease or the Demised Premises. M. No petition in bankruptcy (voluntary or otherwise), attachment, execution proceeding, assignment for the benefit of creditors, or petition seeking reorganization or insolvency, arrangement or other action or proceeding under federal or state bankruptcy law is pending against or contemplated (or, to Assignor’s knowledge, threatened) by or against Assignor or Seller. N. Assignor is not a Prohibited Person (defined below). To Assignor’s knowledge, none of its investors, affiliates or brokers or other agents (if any), acting or benefiting in any capacity in connection with this Assignment Agreement is a Prohibited Person. The assets Assignor will transfer to Assignee under this Assignment Agreement are not the property of, and are not beneficially owned, directly or indirectly, by a Prohibited Person. The assets Assignor will transfer to Assignee under this Assignment Agreement are not the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7). For purposes of this Agreement, “Prohibited Person” means any of the following: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (ii) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, xxxx://xxx.xxxxx.xxx/offices/enforcement/ofac; (iv) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (v) a person or entity that is affiliated with any person or entity identified in clause (i), (ii), (iii) and/or (iv) above. O. To Assignor’s actual knowledge, except as set forth in the Purchase Agreement, there are no commission agreement(s) requiring the payment of a commission, or any brokers requiring the payment of a commission by Assignor under the Purchase Agreement. All references to Assignor’s knowledge or awareness of receipt of documents shall refer to the actual knowledge of Xxxxxx Xxxxxxx without the duty of investigation or inquiry. Such individual is the party with Assignor that has the most knowledge of the Property. Assignor agrees that the representations and warranties above that are in the control of Assignor shall be considered re-stated as of the Assignment Closing.