Common use of Representations and Warranties of Assignee Clause in Contracts

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. Assignee has the legal right and requisite power and authority to make and enter into this Agreement, and to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by Assignee.

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. (a) Assignee is [type of entity] duly organized, validly existing and in good standing under the laws of [jurisdiction of organization] and has the legal right and requisite [corporate] power and authority to make own or hold under lease its properties, to carry on its business and operations, to enter into and perform its obligations under this Agreement, Agreement and to perform its obligations hereunder under the Operative Documents to which it is or will be a party. (b) The execution, delivery and performance by Assignee of this Agreement, and the performance by Assignee of the Operative Documents to comply with which it is or will be party, have been duly authorized by all necessary [corporate] action on the provisions hereofpart of Assignee, do not require any [stockholder] approval or approval or consent of any trustee or holder of indebtedness or obligations of Assignee, except such as have been duly obtained, or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Operative Documents) upon the property of Assignee under, any indenture, mortgage, contract or other agreement to which Assignee is a party or by which Assignee or its properties is or are bound or affected. The execution, delivery and performance by Assignee of this Agreement and the performance by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery of the Operative Documents to which it is or will be party and performance of this Agreement the acquisition by Assignee does of its interest in the Trust Estate (and the rights related thereto) do not and will not contravene violate the charter[organizational documents] of Assignee or any current law, bylaws governmental rule, regulation, judgment or order binding on Assignee (including, without limitation, any such law, rule, regulation, judgment or order relating to money-laundering, anti-corruption or export control or imposing economic sanctions). (c) Neither the execution and delivery by Assignee of this Agreement, nor the performance by Assignee of its obligations under, nor the consummation by Assignee of the transactions contemplated in, this Agreement and the Operative Documents to which Assignee is or will be a party, requires the consent or approval of, or the giving of notice to, or the registration with, or the taking of any other organizational documents action in respect of Assignee. any [jurisdiction of organization] governmental authority having jurisdiction. (d) This Agreement has been duly executed and delivered by Assignee and constitutes constitutes, and each Operative Document to which Assignee will be a party will constitute, the legal, valid and binding obligation of Assignee enforceable against it Assignee in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and except that general principles of equity. (e) There are no pending or, to Assignee’s knowledge, threatened actions or proceedings before any court, arbitrator or administrative agency which would materially adversely affect the availability ability of equitable remediesAssignee to perform its obligations under this Agreement or any Operative Document to which it is or will be a party. (f) Neither Assignee nor any Person authorized to act on its behalf has directly or indirectly offered any interest in the Trust Estate or the Trust Agreement or any similar security to, including specific performance, is subject or solicited any offer to the discretion acquire any of the court before which same from, any proceeding therefor may be broughtPerson in violation of the registration requirements of the Securities Act or any other applicable securities law. b. The (g) At the Effective Time, there are no Lessor’s Liens attributable to Assignee, and the execution, delivery and performance of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation ofLessor’s Lien attributable to Assignee. (h) Either (i) Assignee is a Citizen of the United States or (ii) the Trust Agreement is in a form that permits the Aircraft to be registered with the FAA in the name of Owner Trustee (without regard to any provision of applicable law that permits FAA registration of an aircraft by limiting its location and usage but with regard to voting trust provisions and provisions delegating certain control rights to the Owner Trustee), notwithstanding the failure of Assignee to be a Citizen of the United States. (i) Assignee is not an airline or other commercial operator of aircraft, freight forwarder, or default any other company directly or indirectly engaged in the business of passenger, cargo, freight or parcel transportation, or any Affiliate thereof. (j) Either (a) no part of the funds to be used by Assignee to make and hold its investment pursuant to this Agreement directly or indirectly constitutes assets of any “employee benefit plan” (as defined in Section 3(3) of ERISA) or of any “plan” (as defined in Section 4975(e) of the Code) or (b) its purchase and holding of its interest in the Trust Estate and its investment pursuant to this Agreement are exempt from the prohibited transaction restrictions of ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. (k) Assignee is a Qualifying Institution (as such term is defined in Section 8.2(a)(ii) of the Lease) (or a parent corporation of the Assignee which qualifies as a Qualifying Institution shall have executed and delivered to Lessee a guaranty substantially in the form of Exhibit G to the Participation Agreement or otherwise in form and substance reasonably satisfactory to Lessee). (l) The Assignment and Assumption (1) does not violate the Transportation Code, the Securities Act or any other Law (including, without limitation, ERISA, any laws or regulations imposing U.S. economic sanctions measures or any orders or licenses issued thereunder), or create a relationship that would be in violation thereof, (2) does not result in a “prohibited transaction” under Section 4975 of the Code, (3) does not adversely affect the registration of the Aircraft in the name of Owner Trustee with the FAA (or the aeronautical authority of the country of registry of the Aircraft if the Aircraft is not registered under the laws of the United States), (4) will not subject Lessee to any additional regulation under, or require Lessee to give rise to any right of terminationnotice to, cancellation register with, make any filings with or acceleration take any other action in respect of, any governmental authority or agency of any obligation jurisdiction, (5) does not require registration under the Securities Act or any loan foreign securities laws, require qualification of an indenture under the Trust Indenture Act, or credit agreementrequire Lessee to sign any registration statement, note(6) unless Lessee consents, bondthe Transfer contemplated hereby does not involve a Rule 144A, mortgage, indenture, lease Regulation S or other agreementcapital markets or equity syndication transaction not described in the immediately preceding clause (5), instrumentand (7) does not result in, permitor involve, concessionincurrence by Lessee of any indebtedness for accounting purposes (it being understood that, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation if any change in the lease accounting standards applicable to Assignee or Lessee requires that Lessee, independently of the Transfer contemplated hereby, capitalize its leases, including the Lease, in Lessee’s books, such capitalization of the Lease is not intended to constitute, and shall not be construed as, incurrence by Lessee of any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in indebtedness for accounting purposes within the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions meaning of this Agreement clause (7)). (m) [Assignee is a domestic [corporation][partnership] for U.S. federal income tax purposes.]3 3 If Assignee is a foreign entity, replace with language to the following effect: “Assignee is (x) taxed as a [corporation] for U.S. federal income tax purposes, (y) a corporation resident in [ ] for [ ] tax purposes [(by virtue of being managed and controlled in [ ])] and (z) a resident of [ ] within the meaning of the income tax convention between [ ] and the United States (the “Treaty”) and fully eligible for the benefits of the [“Business Profits”][“Industrial or Commercial Profits”], “Interest” and “Other Income” articles of the Treaty with respect to all payments under the Lease and the other transaction documents executed and all income of Lessor with respect thereto.” If a foreign Assignee is tax-transparent, add similar language regarding its owners. In addition, a foreign Assignee will need to provide an opinion or representation substantially to the following effect: “Under applicable Law in connection herewith. c. No consenteffect at the Effective Time, approvalassuming the Aircraft is not located or used by Lessee or any sublessee of Lessee at or after the Effective Time in [Assignee’s country] and neither Lessee, order or authorization ofOwner Trustee nor Trust Company is acting, or registrationhas acted, declaration under the Operative Documents through an office or filing withother fixed place of business or an agent in [Assignee’s country], neither Lessee nor Owner Trustee will be required to charge, withhold or otherwise collect any governmental sales, stamp, value added or regulatory authority similar Tax imposed by [Assignee’s country], or any other person or entity (other than any of the foregoing which have been obtained andpolitical subdivision thereof, at the date in question, are then in effect) is required under existing laws as a condition with respect to the execution, delivery Operative Documents or performance of this Agreement and any Rent payable at or after the Station Purchase Agreement by AssigneeEffective Time.”

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. (a) Assignee is [type of entity] duly organized, validly existing and in good standing under the laws of [jurisdiction of organization] and has the legal right and requisite [corporate] power and authority to make own or hold under lease its properties, to carry on its business and operations, to enter into and perform its obligations under this Agreement, Agreement and to perform its obligations hereunder under the Operative Documents to which it is or will be a party. (b) The execution, delivery and performance by Assignee of this Agreement, and the performance by Assignee of the Operative Documents to comply with which it is or will be party, have been duly authorized by all necessary [corporate] action on the provisions hereofpart of Assignee, do not require any [stockholder] approval or approval or consent of any trustee or holder of indebtedness or obligations of Assignee, except such as have been duly obtained, or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Operative Documents) upon the property of Assignee under, any indenture, mortgage, contract or other agreement to which Assignee is a party or by which Assignee or its properties is or are bound or affected. The execution, delivery and performance by Assignee of this Agreement and the performance by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery of the Operative Documents to which it is or will be party and performance of this Agreement the acquisition by Assignee does of its interest in the Trust Estate (and the rights related thereto) do not and will not contravene violate the charter[organizational documents] of Assignee or any current law, bylaws governmental rule, regulation, judgment or order binding on Assignee (including, without limitation, any such law, rule, regulation, judgment or order relating to money-laundering, anti-corruption or export control or imposing economic sanctions). (c) Neither the execution and delivery by Assignee of this Agreement, nor the performance by Assignee of its obligations under, nor the consummation by Assignee of the transactions contemplated in, this Agreement and the Operative Documents to which Assignee is or will be a party, requires the consent or approval of, or the giving of notice to, or the registration with, or the taking of any other organizational documents action in respect of Assignee. any [jurisdiction of organization] governmental authority having jurisdiction. (d) This Agreement has been duly executed and delivered by Assignee and constitutes constitutes, and each Operative Document to which Assignee will be a party will constitute, the legal, valid and binding obligation of Assignee enforceable against it Assignee in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and except that general principles of equity. (e) There are no pending or, to Assignee’s knowledge, threatened actions or proceedings before any court, arbitrator or administrative agency which would materially adversely affect the availability ability of equitable remediesAssignee to perform its obligations under this Agreement or any Operative Document to which it is or will be a party. (f) Neither Assignee nor any Person authorized to act on its behalf has directly or indirectly offered any interest in the Trust Estate or the Trust Agreement or any similar security to, including specific performance, is subject or solicited any offer to the discretion acquire any of the court before which same from, any proceeding therefor may be broughtPerson in violation of the registration requirements of the Securities Act or any other applicable securities law. b. The (g) At the Effective Time, there are no Lessor’s Liens attributable to Assignee, and the execution, delivery and performance of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation ofLessor’s Lien attributable to Assignee. (h) Either (i) Assignee is a Citizen of the United States or (ii) the Trust Agreement is in a form that permits the Aircraft to be registered with the FAA in the name of Owner Trustee (without regard to any provision of applicable law that permits FAA registration of an aircraft by limiting its location and usage but with regard to voting trust provisions and provisions delegating certain control rights to the Owner Trustee), notwithstanding the failure of Assignee to be a Citizen of the United States. (i) Assignee is not an airline or other commercial operator of aircraft, freight forwarder, or default any other company directly or indirectly engaged in the business of passenger, cargo, freight or parcel transportation, or any Affiliate thereof. (j) Either (a) no part of the funds to be used by Assignee to make and hold its investment pursuant to this Agreement directly or indirectly constitutes assets of any “employee benefit plan” (as defined in Section 3(3) of ERISA) or of any “plan” (as defined in Section 4975(e) of the Code) or (b) its purchase and holding of its interest in the Trust Estate and its investment pursuant to this Agreement are exempt from the prohibited transaction restrictions of ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. (k) Assignee is a Qualifying Institution (as such term is defined in Section 8.2(a)(ii) of the Lease) (or a parent corporation of the Assignee which qualifies as a Qualifying Institution shall have executed and delivered to Lessee a guaranty substantially in the form of Exhibit G to the Participation Agreement or otherwise in form and substance reasonably satisfactory to Lessee). (l) The Assignment and Assumption (1) does not violate the Transportation Code, the Securities Act or any other Law (including, without limitation, ERISA, any laws or regulations imposing U.S. economic sanctions measures or any orders or licenses issued thereunder), or create a relationship that would be in violation thereof, (2) does not result in a “prohibited transaction” under Section 4975 of the Code, (3) does not adversely affect the registration of the Aircraft in the name of Owner Trustee with the FAA (or the aeronautical authority of the country of registry of the Aircraft if the Aircraft is not registered under the laws of the United States), (4) will not subject Lessee to any additional regulation under, or require Lessee to give rise to any right of terminationnotice to, cancellation register with, make any filings with or acceleration take any other action in respect of, any governmental authority or agency of any obligation jurisdiction, (5) does not require registration under the Securities Act or any loan foreign securities laws, require qualification of an indenture under the Trust Indenture Act, or credit agreementrequire Lessee to sign any registration statement, note(6) unless Lessee consents, bondthe Transfer contemplated hereby does not involved a Rule 144A, mortgage, indenture, lease Regulation S or other agreementcapital markets or equity syndication transaction not described in the immediately preceding clause (5), instrumentand (7) does not result in, permitor involve, concessionincurrence by Lessee of any indebtedness for accounting purposes (it being understood that, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation if any change in the lease accounting standards applicable to Assignee or Lessee requires that Lessee, independently of the Transfer contemplated hereby, capitalize its leases, including the Lease, in Lessee’s books, such capitalization of the Lease is not intended to constitute, and shall not be construed as, incurrence by Lessee of any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in indebtedness for accounting purposes within the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions meaning of this Agreement clause (7)). (m) [Assignee is a domestic [corporation][partnership] for U.S. federal income tax purposes.]11 11 If Assignee is a foreign entity, replace with language to the following effect: “Assignee is (x) taxed as a [corporation] for U.S. federal income tax purposes, (y) a corporation resident in [ ] for [ ] tax purposes [(by virtue of being managed and controlled in [ ])] and (z) a resident of [ ] within the meaning of the income tax convention between [ ] and the United States (the “Treaty”) and fully eligible for the benefits of the [“Business Profits”][“Industrial or Commercial Profits”], “Interest” and “Other Income” articles of the Treaty with respect to all payments under the Lease and the other transaction documents executed and all income of Lessor with respect thereto.” If a foreign Assignee is tax-transparent, add similar language regarding its owners. In addition, a foreign Assignee will need to provide an opinion or representation substantially to the following effect: “Under applicable Law in connection herewith. c. No consenteffect at the Effective Time, approvalassuming the Aircraft is not located or used by Lessee or any sublessee of Lessee at or after the Effective Time in [Assignee’s country] and neither Lessee, order or authorization ofOwner Trustee nor Trust Company is acting, or registrationhas acted, declaration under the Operative Documents through an office or filing withother fixed place of business or an agent in [Assignee’s country], neither Lessee nor Owner Trustee will be required to charge, withhold or otherwise collect any governmental sales, stamp, value added or regulatory authority similar Tax imposed by [Assignee’s country], or any other person or entity (other than any of the foregoing which have been obtained andpolitical subdivision thereof, at the date in question, are then in effect) is required under existing laws as a condition with respect to the execution, delivery Operative Documents or performance of this Agreement and any Rent payable at or after the Station Purchase Agreement by AssigneeEffective Time.”

Representations and Warranties of Assignee. Assignee represents hereby makes the following representations and warrants warranties to Assignor as each of the date hereof FMC Parties, which representations and as warranties each of the Closing Date thatFMC Parties shall be deemed to have relied upon in entering into and performing this Agreement: a. 5.1 Assignee has is a Jersey Islands limited company, duly organized, validly existing and in good standing under the legal right and requisite power and laws of the Jersey Islands. 5.2 There are no actions, suits, proceedings or investigations pending or, to the Knowledge of Assignee, threatened, against Assignee before any governmental authority having jurisdiction over Assignee or any of its properties: (a) asserting the invalidity of this Agreement or any of the other related transaction documents or (b) seeking to make and enter into prevent the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other related transaction documents. 5.3 No consent, and approval, authorization or order of any court, governmental agency or other body, third party, members, beneficial owners or shareholders relating to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by and the transactions contemplated hereby, and the sales and assignments to Assignee have described in Section 2, is required as to Assignee or, if required, such consent, approval, authorization, or order has been duly authorized by obtained. 5.4 Assignee has the full legal right and power and all necessary corporate action on its part. The executionlimited liability company or trust authority, delivery as applicable, and performance of approval required to enter into, execute and deliver this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assigneeto perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Assignee and constitutes is the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights of creditors generally in general and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor as such enforceability may be brought. b. The execution, delivery and performance limited by general principles of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not equity (with or without notice or lapse of time, or both) conflict with, or result whether considered in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually a proceeding at law or in the aggregate, do not equity). The execution and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions delivery of this Agreement and the other transaction documents executed consummation by Assignee of the transactions contemplated hereby will not, to the Knowledge of Assignee, conflict with or result in connection herewith. c. No consent, approval, order any breach or authorization violation of any of the terms and conditions of, or registration, declaration constitute (or filing withwith notice or lapse of time or both constitute) a default under or a violation of, any governmental statute, regulation, order, judgment or regulatory authority decree applicable to Assignee, or any instrument, contract or other person agreement to which Assignee, or entity (any instrument, contract or other than any agreement to which Assignee may be bound or subject. 5.5 All of the foregoing which have been obtained and, at representations and warranties made by Assignee in this Section 5 shall survive for the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by AssigneeSurvival Period.

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor and IPA as follows: (a) Assignee is a department organized and existing under the Charter of the date hereof and as City of Los Angeles, a municipal corporation of the Closing Date that:State of California, duly created, organized and existing under the laws of said State and duly qualified to furnish electric service within the State of California. a. (b) Assignee has the legal right and requisite full corporate right, power and authority to make execute and enter into deliver this Agreement, to perform the obligations of Assignee under this Agreement and to carry out and consummate all of the respective transactions contemplated by this Agreement, and to perform its obligations hereunder and to comply Assignee has complied with the provisions hereof. The execution, delivery and performance of this Agreement by Assignee have been duly authorized by applicable law in all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. matters relating to such transactions. (c) This Agreement has been duly authorized, executed and delivered by Assignee and constitutes the legal, valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement that the rights and remedies set forth in this Agreement may be limited by any applicable bankruptcy, insolvency, moratorium moratorium, reorganization, debt adjustment or other similar laws affecting creditors’ rights generally. (d) Assignee has obtained, with respect to Assignee, all required Regulatory Contract Approvals. No additional or further Regulatory Contract Approval shall be required with respect to Assignee in relation to this Agreement or the rights of creditors generally and except that Contract, respectively, whether before, on or after August 13, 2019, so long as the availability of equitable remedies, including specific performance, is subject to the discretion final design of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignee and Project does not significantly change from the specifications provided in the compliance filing made by Assignee with the CEC on October 2, 2018 which compliance filing was determined by the CEC to comply with the applicable regulatory provisions hereof of the State of California. (e) The authorization, execution and thereof, do not and will not (with or without notice or lapse delivery of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under this Agreement and compliance with the provisions of this Agreement do not conflict with or constitute a breach of, (f) Neither this Agreement nor the transactions contemplated by this Agreement will adversely affect the eligibility for exemption from federal income taxes of the interest paid, or to be paid, on the Project Indebtedness or Debt Instruments then outstanding or that IPA may incur or issue thereafter (taking into account Assignee’s undertakings in this Agreement to bear the economic cost of any remedial action necessary to maintain such eligibility for exemption). (g) Payments made by Assignee with respect to the Assigned Entitlements and the other transaction documents executed Assumed Obligations shall be in connection herewithaddition to and shall not affect Assignee’s obligations under Section 12(a) or under the Contract. c. No consent, approval, order or authorization of(h) The statements in the Recitals to this Agreement regarding Assignee, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any aspect of the foregoing which have been obtained and, at the date in questionAssignee, are then true and correct in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by Assigneeall material respects.

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. Assignee has the legal right and requisite power and authority to make and enter into this Agreement, and to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s Assignee s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by Assignee.

Representations and Warranties of Assignee. The Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date thatfollows: a. A. Assignee has the legal right and requisite full power and authority to make execute, deliver and enter into perform this AgreementAssignment in accordance with its terms, and to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement Assignment by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and Assignment constitutes the legal, valid and binding obligation of Assignee Assignee, enforceable against it Assignee in accordance with its terms, except as such enforcement enforceability may be limited by applicable (a) bankruptcy, insolvency, moratorium or other similar laws of general applicability affecting the rights enforcement of creditors generally creditors' rights, and except that (b) the availability application of equitable remedies, including specific performance, general principles of equity (regardless of whether such enforceability is subject to the discretion of the court before which any considered in a proceeding therefor may be broughtin equity or at law). b. The B. All consents, filings and authorizations required to be obtained or made by Assignee and necessary for the execution, delivery and performance of this Agreement Assignment have been obtained or made prior to the date hereof, except for such consents, filing or authorizations required in connection with the exercise of the rights and remedies under the Assigned Assets in respect of the Pledged Stock (as defined in the Pledge Agreement). C. Assignee is, and after giving effect to the transaction contemplated hereby will be, solvent, in that the fair saleable value of Assignee's assets is and will be greater than its liabilities. D. Assignee does not, in the ordinary course of business or otherwise, prepare or maintain financial statements with respect to its business. E. The information set forth in the Due Diligence Certification (here in so called) of the Assignee dated on or about the date hereof and delivered to Assignor in connection herewith is true, accurate and correct in all material respects. F. All funds to be used by Assignee to pay to Assignor the consideration identified in Section 2 of this Assignment are funds (a) that are and the compliance by Assignee with the provisions hereof have been legitimately and thereof, do lawfully acquired and are not and will not (with direct or without notice indirect proceeds from any criminal or lapse of time, unlawful enterprise or both) conflict with, or result activity in any violation ofjurisdiction and (b) have not been received, directly or default underindirectly, from any "Specially Designated National" or give rise to any right "Specially Designated Terrorist or Terrorist Organization" as identified by the Office of termination, cancellation Foreign Asset Control of the United States Treasury Department or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or from any other person or entity (that is prohibited under the laws of any jurisdiction to which Assignee is or would be subject. G. Neither Assignee nor any officer, director or shareholder of Assignee has been identified by the Office of Foreign Asset Control of the United States Treasury Department as a "Specially Designated National" or "Specially Designated Terrorist or Terrorist Organization". H. Except as provided herein, Assignee acknowledges and recognizes that the Assigned Assets are sold "AS IS, WHERE IS" and that Assignor makes no warranties or representations, whether written or oral, express or implied, regarding the Assigned Assets. I. Prior to making a decision regarding purchase of the Assigned Assets, Assignee has conducted a due diligence investigation regarding the advisability of entering into the Assignment, and other than the representations made by Assignor herein, Assignee's decision to enter into the Assignment is not be based upon any information provided by or representations of Assignor or any of its affiliates or representatives. J. Assignee acknowledges that (i) Assignor currently may have, and later may come into possession of, information with respect to the foregoing which Assigned Assets, PEWC, the Debtors or any of their affiliates that is not known to Assignee and that may be material to a decision to acquire the Assigned Assets ("Assignee Excluded Information"), (ii) Assignee has determined to purchase the Assigned Assets notwithstanding its lack of knowledge of the Assignee Excluded Information, and (iii) Assignor shall have been obtained andno liability to Assignee, at and Assignee waives and releases any claims that it might have against Assignor or any of Assignor's affiliates or representatives, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Assignee Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Assignee Excluded Information shall not and does not affect the truth or accuracy of Assignor's representations or warranties in this Agreement. K. Assignee shall have delivered to Assignor (i) copies of Assignee's Articles of Incorporation and Bylaws, each as in effect on the date in questionof closing, are then in effectand (ii) is required under existing laws as a condition to resolution of Assignee's Board of Directors authorizing and approving this Assignment and the execution, delivery or performance execution of this Agreement and Assignment on behalf of Assignee by the Station Purchase Agreement by Assigneeperson whose signature is affixed hereto.

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. (a) Assignee has the legal right and requisite power and authority to make and enter into this Agreement, and to perform its obligations hereunder and under the Station Purchase Agreement and to comply with the provisions hereofhereof and thereof. The execution, delivery and performance of this Agreement and the Station Purchase Agreement by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery and performance of this Agreement and the Station Purchase Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. (b) The execution, delivery and performance of this Agreement and the Station Purchase Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement, the Station Purchase Agreement and the other transaction documents executed in connection herewithherewith and therewith. c. No (c) Subject to obtaining the necessary FCC Consent, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by Assignee. (d) Assignee is legally, financially and otherwise qualified under the Communications Act and the FCC Rules to acquire the Purchased Assets from Seller. There is no fact or condition known to Assignee that would, under the Communications Act and the FCC Rules, disqualify Assignee as owner and operator of the Stations. There are no suits, arbitration, administrative charges or other legal proceedings, claims or governmental investigations pending or, to Assignee’s knowledge, threatened against Assignee affecting its qualification to hold an FCC license or its ability to purchase and acquire the Purchased Assets nor, to Assignee’s knowledge, is there any basis for any such suit, arbitration, administrative charge or other legal proceedings, claim or governmental investigation. Assignee has not been operating under or subject to, or in default with respect to, any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality which would have an adverse effect on Assignee’s ability to enter into this Agreement or consummate the transactions contemplated hereby or by the Station Purchase Agreement.

Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. Assignee is duly organized, validly existing and in good standing under the laws of Delaware. b. Assignee has the legal right and requisite power and authority to make and enter into this AgreementAssignment, and to perform its obligations hereunder and to comply with consummate the provisions hereoftransactions contemplated hereby. The execution, All limited liability company acts and other proceedings required to be taken by Assignee or its affiliates to authorize the execution and delivery and performance of this Agreement Assignment, the performance by Assignee of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assigneeproperly taken. This Agreement Assignment has been duly executed and delivered by Assignee and, assuming due authorization, execution and delivery by Assignor, constitutes the a legal, valid and binding obligation of Assignee Assignee, enforceable against it in accordance with its terms, except as such enforcement may be limited terms and conditions. c. Neither the execution and delivery of this Assignment by applicable bankruptcy, insolvency, moratorium or other similar laws affecting Assignee nor the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion consummation of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignee and transactions contemplated hereby will (i) require notice to or the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration consent of any obligation under entity or person, (ii) violate or conflict with any loan or credit agreementconstitution, notestatute, bondregulation, mortgagerule, indenture, lease or other agreement, instrument, permit, concession, franchise, licenseinjunction, judgment, order, decree, statuteruling, lawcharge or other restriction of any government, ordinance, rule governmental agency or regulation applicable court to which Assignee or any of its properties or assets, other than any such conflicts, violations, defaultsaffiliates is subject, or other effects which, individually (iii) result in any breach under or in the aggregate, do not and will not prevent, restrict otherwise violate or impede conflict with any provision of Assignee’s performance or any of its obligations under affiliates’ organizational documents. d. Assignee hereby represents and compliance warrants that Assignee is acquiring the Transferred Interest solely for the purpose of investment and not with the provisions of this Agreement and the other transaction documents executed a view to, or for offer or sale in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental distribution thereof. Assignee acknowledges that the Transferred Interest is not registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Transferred Interest may not be transferred or regulatory authority or any other person or entity (other than any sold except pursuant to the registration provisions of the foregoing which have been obtained andSecurities Act of 1933, at the date in questionas amended, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by Assigneerules and regulations promulgated thereunder, or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Assignee is able to bear the economic risk of holding the Transferred Interest for an indefinite period (including total loss of investment), and has sufficient knowledge and experience in financial and business matters so as to be capable for evaluating the merits and risks of its investments.

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor (a) Assignee, as of the date hereof and as of the Closing Date thatClosing, does hereby represent and warrant to Assignor as follows: a. (i) Assignee has the legal right complete and requisite unrestricted power and authority to make sell, assign, and transfer its right, title and interest in the Lease as contemplated by this Assignment and Assumption Agreement. (ii) Neither the execution and delivery of this Assignment and Assumption Agreement nor compliance with the terms hereof on the part of Assignee will violate the Articles of Incorporation or Bylaws of Assignee, breach any governmental law, statute or regulation, or conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which Assignee is a party or by which it is or may be bound, or constitute a default thereunder, or result in the creation or imposition of any lien, claim, charge or encumbrance. (iii) Assignee has all necessary corporate power and authority to enter into this Agreement, Assignment and to perform its obligations hereunder Assumption Agreement and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by Assignee have been duly authorized by has taken all necessary corporate action on its part. The execution, delivery necessary to make this Assignment and performance of this Assumption Agreement by enforceable upon Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. The execution, delivery (b) Assignee covenants and performance of this Agreement by agrees that Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with assign the whole or without notice or lapse any part of timeits right, or both) conflict with, or result in any violation of, or default under, or give rise title and interest hereby assigned to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any Operating Assignee, without the prior written consent of the foregoing Port Authority and Assignor, which have been obtained andconsent shall not be unreasonably withheld. Assignor acknowledges and agrees that, at for purposes of this subsection (b) of this Section 5, consent shall be deemed “unreasonably withheld” if the date proposed assignee, in questionthe Assignor’s reasonable opinion, are then is financially capable of performing and satisfying in effect) is required under existing laws as a condition full each of its respective obligations pursuant to the execution, delivery or performance of this Agreement Lease and the Station Purchase Agreement by AssigneeAssignor withholds its consent.

Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor and Delek as of the date hereof and as of the Closing Date thatfollows: a. Assignee is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. b. Assignee has the corporate, governmental and other legal right capacity, authority and requisite power and authority to make and enter into execute this Agreement, to deliver this Agreement and to perform its obligations hereunder under this Agreement, the Stock Purchase Agreement (to the extent assumed herein) and the Registration Rights Agreement, and has taken all necessary action to comply authorize the foregoing. c. The Delek Shares, when acquired by Assignee, will be acquired for Assignee’s own account, for investment purposes and not with a view to, or for resale in connection with, any distribution or public offering there of within the meaning of the Securities Act, or applicable state securities laws. Assignee is not a party to any Contract to Dispose of or Encumber the Delek Shares or any part thereof or interest therein. d. Assignee understands that (i) the Delek Shares have not been registered under the Securities Act by reason of their issuance to Assignor, and subsequent transfer to Assignee, in transactions exempt from the registration and prospectus delivery requirements of the Securities Act, and have not been qualified under any state securities laws on the grounds that the offering and sale of securities to Assignor as contemplated by the Stock Purchase Agreement, and subsequent transfer to Assignee, were exempt from registration thereunder, and (ii) Delek’s reliance on such exemptions is predicated on Assignor’s representations set forth in the Stock Purchase Agreement and Assignee’s representations set forth herein. Assignee understands that the resale of the Delek Shares may be restricted indefinitely, unless a subsequent disposition thereof is registered under the Securities Act and registered under any state securities laws or is exempt from such registration. e. Assignee is an “Accredited Investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Assignee is able to bear the economic risk of the acquisition of the Delek Shares pursuant to the terms of this Agreement, including a complete loss of Assignee’s investment in the Delek Shares. f. Assignee can bear the economic risk of its investment (including possible complete loss of such investment) for an indefinite period of time and has such knowledge and experience in financial or business matters that it is capable of evaluating, and has evaluated, the merits and risks of its acquisition of the Delek Shares. g. Assignee has not been organized for the purpose of acquiring the Delek Shares. h. Assignee is aware of the provisions hereof. The executionof Rule 144 promulgated under the Securities Act which permit limited resale of shares acquired in a private placement subject to the satisfaction of certain conditions, delivery and performance including, among other things, the existence of this Agreement by Assignee have been duly authorized by all necessary corporate action on its part. The executiona public market for the shares of Delek’s capital stock, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remediescertain current public information about Delek, including specific performancethe resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in a transaction directly with a “market maker,” and the number of shares being sold during any three-month period not exceeding specified limitations. Assignee further understands that there is subject no assurance that Rule 144 or any exemption from the Securities Act will be available, or if available, that such exemption will allow Seller to the discretion dispose of any or all of the court before which any proceeding therefor may be broughtDelek Shares in the amounts or at the times Assignee might propose. b. The execution, delivery i. Assignee is the sole record and performance beneficial owner of this Agreement by Assignee all of the issued and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse outstanding capital stock of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewithAssignor. c. No consentj. ASSIGNEE ACKNOWLEDGES THAT IT IS ACQUIRING THE DELEK SHARES IN THEIR “AS-IS, approvalWHERE-IS” CONDITION WITHOUT ANY REPRESENTATIONS OR WARRANTIES, order or authorization ofEXPRESS OR IMPLIED, or registrationEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE ACQUISITION OF THE DELEK SHARES, declaration or filing withASSIGNEE HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, any governmental or regulatory authority or any other person or entity VERIFICATION, ANALYSIS AND EVALUATION. k. Without limiting the generality of Subsection 8(j) above, ASSIGNEE ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS MADE BY ASSIGNOR SET FORTH IN SECTION 9 BELOW, NEITHER ASSIGNOR NOR DELEK HAS MADE, AND ASSIGNOR AND DELEK MAKE NO AND DISCLAIM ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING (other than any of the foregoing which have been obtained andI) THE MARKET VALUE OF THE DELEK SHARES, at the date in question(II) THE QUALITY, are then in effectCONDITION, OR OPERABILITY OF ANY ASSETS OWNED OR OPERATED BY DELEK OR ITS AFFILIATES, OR (III) is required under existing laws as a condition to the executionTHE FINANCIAL CONDITION, delivery or performance of this Agreement and the Station Purchase Agreement by AssigneeBUSINESS OR BUSINESS PROSPECTS OF DELEK OR ITS AFFILIATES.

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. Assignee has the legal right and requisite power and authority to make and enter into this Agreement, and to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does do not and will not contravene the charter, bylaws or other organizational documents of Assignee. This Agreement has been duly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or regulatory authority or any other person or entity (other than any of the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by Assignee.

Representations and Warranties of Assignee. Assignee represents hereby makes the following representations and warrants warranties to Assignor as each of the date hereof FMC Parties, which representations and as warranties each of the Closing Date thatFMC Parties shall be deemed to have relied upon in entering into and performing this Agreement: a. 5.1 Assignee has is a Jersey Islands limited company, duly organized, validly existing and in good standing under the legal right and requisite power and laws of the Jersey Islands. 5.2 There are no actions, suits, proceedings or investigations pending or, to the Knowledge of Assignee, threatened, against Assignee before any governmental authority having jurisdiction over Assignee or any of its properties: (a) asserting the invalidity of this Agreement or any of the other related transaction documents or (b) seeking to make and enter into prevent the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other related transaction documents. 5.3 No consent, and approval, authorization or order of any court, governmental agency or other body, third party, members, beneficial owners or shareholders relating to perform its obligations hereunder and to comply with the provisions hereof. The execution, delivery and performance of this Agreement by and the transactions contemplated hereby, and the sales and assignments to Assignee have described in Section 2, is required as to Assignee or, if required, such consent, approval, authorization, or order has been duly authorized by obtained. 5.4 Assignee has the full legal right and power and all necessary corporate action on its part. The executionlimited liability company or trust authority, delivery as applicable, and performance of approval required to enter into, execute and deliver this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assigneeto perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Assignee and constitutes is the valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights of creditors generally in general and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor as such enforceability may be brought. b. The execution, delivery and performance limited by general principles of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not equity (with or without notice or lapse of time, or both) conflict with, or result whether considered in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually a proceeding at law or in the aggregate, do not equity). The execution and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions delivery of this Agreement and the other transaction documents executed consummation by Assignee of the transactions contemplated hereby will not, to the Knowledge of Assignee, conflict with or result in connection herewith. c. No consent, approval, order any breach or authorization violation of any of the terms and conditions of, or registration, declaration constitute (or filing withwith notice or lapse of time or both constitute) a default under or a violation of, any governmental statute, regulation, order, judgment or regulatory authority decree applicable to Assignee, or any instrument, contract or other person agreement to which Assignee, or entity (any instrument, contract or other than any agreement to which Assignee may be bound or subject. 5.5 All of the foregoing which have been obtained and, at representations and warranties made by Assignee in this Section 5 shall survive for the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance of this Agreement and the Station Purchase Agreement by AssigneeSurvival Period.

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor as of the date hereof and as of the Closing Date that: a. (a) Assignee is [type of entity] duly organized, validly existing and in good standing under the laws of [jurisdiction of organization] and has the legal right and requisite [corporate] power and authority to make own or hold under lease its properties, to carry on its business and operations, to enter into and perform its obligations under this Agreement, Agreement and to perform its obligations hereunder under the Operative Documents to which it is or will be a party. (b) The execution, delivery and performance by Assignee of this Agreement, and the performance by Assignee of the Operative Documents to comply with which it is or will be party, have been duly authorized by all necessary [corporate] action on the provisions hereofpart of Assignee, do not require any [stockholder] approval or approval or consent of any trustee or holder of indebtedness or obligations of Assignee, except such as have been duly obtained, or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Participation Agreement as permitted under the Operative Documents) upon the property of Assignee under, any indenture, mortgage, contract or other agreement to which Assignee is a party or by which Assignee or its properties is or are bound or affected. The execution, delivery and performance by Assignee of this Agreement and the performance by Assignee have been duly authorized by all necessary corporate action on its part. The execution, delivery of the Operative Documents to which it is or will be party and performance of this Agreement the acquisition by Assignee does of its interest in the Trust Estate (and the rights related thereto) do not and will not contravene violate the charter[organizational documents] of Assignee or any current law, bylaws governmental rule, regulation, judgment or order binding on Assignee (including, without limitation, any such law, rule, regulation, judgment or order relating to money-laundering, anti-corruption or export control or imposing economic sanctions). (c) Neither the execution and delivery by Assignee of this Agreement, nor the performance by Assignee of its obligations under, nor the consummation by Assignee of the transactions contemplated in, this Agreement and the Operative Documents to which Assignee is or will be a party, requires the consent or approval of, or the giving of notice to, or the registration with, or the taking of any other organizational documents action in respect of Assignee. any [jurisdiction of organization] governmental authority having jurisdiction. (d) This Agreement has been duly executed and delivered by Assignee and constitutes constitutes, and each Operative Document to which Assignee will be a party will constitute, the legal, valid and binding obligation of Assignee enforceable against it Assignee in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and except that general principles of equity. (e) There are no pending or, to Assignee’s knowledge, threatened actions or proceedings before any court, arbitrator or administrative agency which would materially adversely affect the availability ability of equitable remediesAssignee to perform its obligations under this Agreement or any Operative Document to which it is or will be a party. (f) Neither Assignee nor any Person authorized to act on its behalf has directly or indirectly offered any interest in the Trust Estate or the Trust Agreement or any similar security to, including specific performance, is subject or solicited any offer to the discretion acquire any of the court before which same from, any proceeding therefor may be broughtPerson in violation of the registration requirements of the Securities Act or any other applicable securities law. b. The (g) At the Effective Time, there are no Lessor’s Liens attributable to Assignee, and the execution, delivery and performance of this Agreement by Assignee and the compliance by Assignee with the provisions hereof and thereof, do not and will not (with or without notice or lapse of time, or both) conflict with, or result in any violation ofLessor’s Lien attributable to Assignee. (h) Either (i) Assignee is a Citizen of the United States or (ii) the Trust Agreement is in a form that permits the Aircraft to be registered with the FAA in the name of Owner Trustee (without regard to any provision of applicable law that permits FAA registration of an aircraft by limiting its location and usage but with regard to voting trust provisions and provisions delegating certain control rights to the Owner Trustee), notwithstanding the failure of Assignee to be a Citizen of the United States. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Participation Agreement (i) Assignee is not an airline or other commercial operator of aircraft, freight forwarder, or default any other company directly or indirectly engaged in the business of passenger, cargo, freight or parcel transportation, or any Affiliate thereof. (j) Either (a) no part of the funds to be used by Assignee to make and hold its investment pursuant to this Agreement directly or indirectly constitutes assets of any “employee benefit plan” (as defined in Section 3(3) of ERISA) or of any “plan” (as defined in Section 4975(e) of the Code) or (b) its purchase and holding of its interest in the Trust Estate and its investment pursuant to this Agreement are exempt from the prohibited transaction restrictions of ERISA and the Code pursuant to one or more prohibited transaction statutory or administrative exemptions. (k) Assignee is a Qualifying Institution (as such term is defined in Section 8.2(a)(ii) of the Lease) (or a parent corporation of the Assignee which qualifies as a Qualifying Institution shall have executed and delivered to Lessee a guaranty substantially in the form of Exhibit G to the Participation Agreement or otherwise in form and substance reasonably satisfactory to Lessee). (l) The Assignment and Assumption (1) does not violate the Transportation Code, the Securities Act or any other Law (including, without limitation, ERISA, any laws or regulations imposing U.S. economic sanctions measures or any orders or licenses issued thereunder), or create a relationship that would be in violation thereof, (2) does not result in a “prohibited transaction” under Section 4975 of the Code, (3) does not adversely affect the registration of the Aircraft in the name of Owner Trustee with the FAA (or the aeronautical authority of the country of registry of the Aircraft if the Aircraft is not registered under the laws of the United States), (4) will not subject Lessee to any additional regulation under, or require Lessee to give rise to any right of terminationnotice to, cancellation register with, make any filings with or acceleration of take any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or action in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under and compliance with the provisions of this Agreement and the other transaction documents executed in connection herewith. c. No consent, approval, order or authorization respect of, or registration, declaration or filing with, any governmental or regulatory authority or agency of any jurisdiction, (5) does not require registration under the Securities Act or any foreign securities laws, require qualification of an indenture under the Trust Indenture Act, or require Lessee to sign any registration statement, (6) unless Lessee consents, the Transfer contemplated hereby does not involved a Rule 144A, Regulation S or other person capital markets or entity equity syndication transaction not described in the immediately preceding clause (other than 5), and (7) does not result in, or involve, incurrence by Lessee of any indebtedness for accounting purposes (it being understood that, if any change in the lease accounting standards applicable to Lessee requires that Lessee, independently of the foregoing which have been obtained andTransfer contemplated hereby, at capitalize its leases, including the date Lease, in questionLessee’s books, are then in such capitalization of the Lease is not intended to constitute, and shall not be construed as, incurrence by Lessee of any indebtedness for accounting purposes within the meaning of this clause (7)). (m) [Assignee is a domestic [corporation][partnership] for U.S. federal income tax purposes.]12 12 If Assignee is a foreign entity, replace with language to the following effect: “Assignee is (x) is required under existing laws taxed as a condition to the execution[corporation] for U.S. federal income tax purposes, delivery or performance (y) a corporation resident in [ ] for [ ] tax purposes [(by virtue of this Agreement being managed and the Station Purchase Agreement by Assignee.controlled in [ ])] and (z) a resident of [ ] within continue CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Participation Agreement

Representations and Warranties of Assignee. Assignee represents and warrants to Assignor and IPA as follows: (a) Assignee is a municipal corporation of the date hereof State of California, duly created, organized and as existing under the laws of said State and duly qualified to furnish electric service within the Closing Date that:State of California. a. (b) Assignee has the legal right and requisite full corporate right, power and authority to make execute and enter into deliver this Agreement, to perform the obligations of Assignee under this Agreement and to carry out and consummate all of the respective transactions contemplated by this Agreement, and to perform its obligations hereunder and to comply Assignee has complied with the provisions hereof. The execution, delivery and performance of this Agreement by Assignee have been duly authorized by applicable law in all necessary corporate action on its part. The execution, delivery and performance of this Agreement by Assignee does not and will not contravene the charter, bylaws or other organizational documents of Assignee. matters relating to such transactions. (c) This Agreement has been duly authorized, executed and delivered by Assignee and constitutes the legal, valid and binding obligation of Assignee enforceable against it in accordance with its terms, except as such enforcement that the rights and remedies set forth in this Agreement may be limited by any applicable bankruptcy, insolvency, moratorium moratorium, reorganization, debt adjustment or other similar laws affecting creditors’ rights generally. (d) Assignee has obtained, with respect to Assignee, all required Regulatory Contract Approvals. No additional or further Regulatory Contract Approval shall be required with respect to Assignee in relation to this Agreement or the rights of creditors generally and except that Sale Agreement, respectively, whether before, on or after August 13, 2019, so long as the availability of equitable remedies, including specific performance, is subject to the discretion final design of the court before which any proceeding therefor may be brought. b. The execution, delivery and performance of this Agreement by Assignee and Project does not significantly change from the specifications provided in the compliance filing made by Assignee with the CEC on October 10, 2018 which compliance filing was determined by the CEC to comply with the applicable regulatory provisions hereof of the State of California. (e) The authorization, execution and thereof, do not and will not (with or without notice or lapse delivery of time, or both) conflict with, or result in any violation of, or default under, or give rise to any right of termination, cancellation or acceleration of any obligation under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Assignee or any of its properties or assets, other than any such conflicts, violations, defaults, or other effects which, individually or in the aggregate, do not and will not prevent, restrict or impede Assignee’s performance of its obligations under this Agreement and compliance with the provisions of this Agreement and do not conflict with or constitute a breach of, or default under, any material instrument relating to the organization, existence or operation of Assignee, any material commitment, agreement or other transaction documents executed instrument to which Assignee is a party or by which it or its property is bound or affected, any regulation or ordinance to which Assignee (or any of its officers in connection herewith. c. No consenttheir respective capacities as such) is subject, approvalany ruling, judgment, order or authorization ofdecree naming Assignee (or any of its officers in their respective capacities as such) as a party, or registrationany provision of the applicable material decisions of the California Supreme Court or the California Courts of Appeal or statutes of the State of California relating to Assignee and its affairs. (f) Neither this Agreement nor the transactions contemplated by this Agreement will adversely affect the eligibility for exemption from federal income taxes of the interest paid, declaration or filing withto be paid, on the Project Indebtedness or Debt Instruments then outstanding or that IPA may incur or issue thereafter (taking into account Assignee’s undertakings in this Agreement to bear the economic cost of any governmental remedial action necessary to maintain such eligibility for exemption). (g) Payments made by Assignee with respect to the Assigned Entitlements and the Assumed Obligations shall be in addition to and shall not affect Assignee’s obligations under Section 10(a) or regulatory authority under the Sale Agreement. (h) The statements in the Recitals to this Agreement regarding Assignee, or any other person or entity (other than any aspect of Assignee, in the foregoing which have been obtained and, at the date in question, are then in effect) is required under existing laws as a condition to the execution, delivery or performance recitals of this Agreement are true and the Station Purchase Agreement by Assigneecorrect in all material respects.