Common use of Representations and Warranties of Manager Clause in Contracts

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The Manager's ’s execution and delivery of, performance under, under and compliance with this Agreement, Agreement will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's ’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The As of the Effective Date, the Manager makes the following representations represents and warranties warrants to the Owners all of which shall survive Owner and the execution, delivery, performance or termination of this AgreementLender’s Security Agent that: (a) The Manager is a limited liability company duly organized, registered in Bermuda and validly existing and in good standing compliance under the laws of the State of Delaware.Bermuda; (b) The Manager's execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full requisite power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of perform its obligations under this Agreement, and has duly executed all requisite corporate authorizations have been given for it to enter into this Agreement and delivered this Agreement. (d) This Agreement, assuming to perform all the matters envisaged hereby. Upon due authorization, execution and delivery by each of hereof this Agreement will constitute the other parties heretolegal, constitutes a valid, legal valid and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereofits terms, subject to (A) applicable except as may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization and other similar laws affecting the enforcement of and equitable principles related to or limiting creditors' ’ rights generally, generally and (B) by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.; (ec) The Manager is not in violation of, and breach of its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order memorandum of association or decree of any court or arbiter, bye-laws or any order, regulation other agreement to which it is a party or demand of any federal, state or local governmental or regulatory authority, by which violation, it is bound in the Manager's good faith course of conduct of its business and reasonable judgment, is likely to affect corporate affairs or any applicable laws and regulations of its jurisdiction of incorporation or organization in such manner as would in any such case have a materially and adversely either the adverse effect on its ability of the Manager to perform its obligations under this Agreement; (d) The consummation of this Agreement will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the financial condition memorandum of association or bye-laws of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed term of trust, any agreement or other instrument to which the Manager is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such agreement or other instrument, or violate any order, rule, or regulation applicable to the Manager is bound of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over the Manager or any of its properties; (e) Except as disclosed in Schedule 3, attached and made a part hereof, to which the Knowledge of the Manager, there are (i) no Proceedings or investigations pending or threatened before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the property transactions contemplated by this Agreement, or assets of (C) seeking any determination or ruling that might materially and adversely affect the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation performance by the Manager of its obligations under, or the transactions contemplated hereinvalidity or enforceability of, except for those consentsthis Agreement, approvalsand (ii) no injunctions, authorizations writs, restraining orders or other orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's knowledge, threatened in effect against the Manager that, if determined that would adversely affect its ability to perform under this Agreement; and (f) The Manager (i) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted (except where the Manager, would prohibit the Manager from entering into this Agreement failure to have such licenses and permits could not individually or that, in the Manager's good faith and reasonable judgment, is likely to materially and adversely affect either aggregate have a material adverse effect on the ability business or condition (financial or otherwise) of the Manager or its ability to enter into and conduct such business as currently conducted) and (ii) has the power, authority, and legal right to manage the Owner Containers and to perform its obligations under this Agreement or and the financial condition transactions contemplated hereby, including performance of the Managerduties and obligations of the Manager hereunder.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's ’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, of performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's ’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The initial Manager makes the following representations and warranties to the Owners Obligors all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company duly organizedcompany, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's ’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This AgreementEach Transaction Document to which the Manager is a party, assuming the due authorization, execution and delivery of such Transaction Document by each of the other parties heretothereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereofthereof, subject to (Ai) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement each of the Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement the Transaction Documents to which it is a party or the financial condition of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (hg) No litigation is pending or, to the best of the Manager's knowledge’s Knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement any of the Transaction Documents to which it is a party, or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement the Transaction Documents to which it is a party or the financial condition of the Manager. (h) The Manager is not (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that target of comprehensive OFAC sanctions, or (iii) otherwise blocked, or subject to comprehensive sanctions under other United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act or any similar law or regulation with respect to Iran or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person”). The Manager has not been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The Manager's ’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's ’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The Manager's ’s execution and delivery of, performance under, under and compliance with this Agreement, Agreement will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's ’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners Owner all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's ’s execution and delivery of, performance under, under and compliance with this Agreement, Agreement will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties party hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the ManagerAgreement. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's ’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the ManagerAgreement.

Representations and Warranties of Manager. The initial Manager makes the following representations and warranties to the Owners Obligors all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company duly organizedcompany, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's ’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This AgreementEach Transaction Document to which the Manager is a party, assuming the due authorization, execution and delivery of such Transaction Document by each of the other parties heretothereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereofthereof, subject to (Ai) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, generally and (Bii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement each of the Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement the Transaction Documents to which it is a party or the financial condition of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (hg) No litigation is pending or, to the best of the Manager's knowledge’s Knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement any of the Transaction Documents to which it is a party, or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement the Transaction Documents to which it is a party or the financial condition of the Manager.

Representations and Warranties of Manager. The Manager makes represents and warrants to Holdings, as of the following representations and warranties to the Owners all of which shall survive the executiondate hereof, delivery, performance or termination of this Agreementas follows: (a) The Manager is a limited liability company partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's execution Delaware and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full all requisite power and authority to own its properties, properties and assets and to conduct its business as presently conducted by it now conducted; (b) Manager has taken all necessary action to authorize the execution, delivery and to enter into and consummate all transactions contemplated by performance of its obligations under this Agreement, which action has not been superseded or modified, and this Agreement has been duly authorized executed and delivered by Manager and constitutes the legal, valid and binding obligation of Manager, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights and general principles of equity; (c) the execution, delivery and performance of this AgreementAgreement do not violate (i) Manager’s limited partnership agreement or any resolution of its board of managers or other committees charged with the governance of its affairs, and has duly executed and delivered this Agreement.(ii) any contract to which Manager or any of Manager’s Affiliates is a party or (iii) any law, rule, regulation, order, writ, judgment, injunction, decree or determination affecting Manager or any of its properties; (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No no litigation is pending or, to Manager’s knowledge threatened, which seeks to restrain it from performing its obligations hereunder or the best adverse outcome of the Manager's knowledge, threatened against the Manager that, if determined adversely to the Manager, which would prohibit the Manager from entering into this Agreement materially affect its business or that, in the Manager's good faith and reasonable judgment, is likely to materially and adversely affect either the its ability of the Manager to perform its obligations under this Agreement hereunder; and (e) Manager or one of its Affiliates is experienced in the financial condition administration and management of gas pipelines, and has obtained all required approvals with respect to the Manageroperation of such pipelines and has not been and is not currently subject to any material judgment or settlement of any claim imposing liability on it for noncompliance with law or mismanagement in its administration and management of any gas pipelines.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's ’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under under, and compliance with with, this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's ’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The Manager makes the following representations represents and warranties warrants to the Owners all of which shall survive the execution, delivery, performance or termination of this AgreementOwner that: (a) The Manager is a limited liability company duly organizedregistered or continued in, and validly existing and in good standing under the laws of the State of Delaware.of, Bermuda; (b) The Manager's Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby. Upon execution and delivery ofhereof, performance underthis Agreement will constitute the legal, valid and compliance binding obligation of Manager, enforceable against Manager in accordance with this Agreementits terms, will except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws and equitable principles related to or limiting creditors’ rights generally and by general principles of equity; (c) Manager is not violate the Manager's organizational documents in breach of its memorandum of association or constitute a default (continuance or an event which, with notice or lapse of timebye-laws, or both, would constitute a default) under, or result in a material breach of, any material other agreement or other material instrument to which it is a party or by which it is bound.bound in the course of conduct of its business and corporate affairs, or any applicable laws and regulations of its jurisdiction of incorporation, in each case, in such a manner as would have a materially adverse effect on its ability to perform its obligations under this Agreement; (cd) The the consummation of this Agreement will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the memorandum of association or continuance or bye-laws of Manager, or any material term of any agreement or other instrument to which Manager has is a party or by which it is bound, or result in the full power and creation or imposition of any lien upon any of its properties pursuant to the terms of any such agreement or other instrument, or violate any order, rule, or regulation applicable to Manager of any court or of any federal or state regulatory body, administrative agency, or other governmental authority to own having jurisdiction over Manager or any of its properties; (e) to the actual knowledge of Manager, there are (i) no proceedings or investigations pending before any court, regulatory body, administrative agency, or other tribunal or governmental authority (i) asserting the invalidity of this Agreement, (A) seeking to conduct its business as presently conducted by it and to enter into and consummate all prevent the consummation of any of the transactions contemplated by this Agreement, has duly authorized or (B) seeking any determination or ruling that might materially and adversely affect the executionperformance by Manager of its obligations under, delivery and performance of or the validity or enforceability of, this Agreement, and has duly executed and delivered (ii) no injunctions, writs, restraining orders or other orders in effect against Manager that would adversely affect its ability to perform under this Agreement.; (df) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation a Sanctioned Person and has not been convicted of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiterpleaded guilty, or charged with any orderoffense involving fraud, regulation corruption, or demand bribery in any jurisdiction or county; (g) Manager (i) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted (except where the failure to have such licenses and permits could not individually or in the aggregate have a material adverse effect on the business or condition (financial or otherwise) of any federalManager or its ability to enter into and conduct such business as currently conducted) and (ii) has the power, state or local governmental or regulatory authority, which violation, in and legal right to manage the Manager's good faith Owner Containers and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated hereinhereby, except for those consents, approvals, authorizations or orders that previously have been obtained.including performance of the duties and obligations of Manager hereunder; (h) No litigation is pending or, Manager shall have control over and be responsible for the method or means by which the functions described in Section 4 are performed; (i) Each Lease originated by the Manager on behalf of the Owner satisfied all of the Lease Requirements (except as otherwise agreed by the Owner); it being understood that any representation to the best effect that the Lessee or any sublessee under such Lease is not a Sanctioned Person is made only to the knowledge of the Manager's knowledge; (j) All Owner Containers were originally manufactured to ISO specifications in effect as of the effective date of the applicable Lease thereof; (k) As of their On-hire Date (as defined in the applicable Lease), threatened against all Owner Containers delivered from Manager’s depots will conform to International Convention for Safe Containers requirements, are plated accordingly, and will have no less than thirty (30) months validity before any re-examination is required; (l) Manager has selected the Manager that, if determined adversely Approved Continuous Examination Program procedure for reinspection control with respect to the Manager, would prohibit the Manager from entering into this Agreement or that, Owner Containers; and (m) As of their On-hire Date (as defined in the Manager's good faith and reasonable judgmentapplicable Lease), is likely to materially and adversely affect either the ability of Owner Containers will correspond with the Manager to perform its obligations under this Agreement or description set forth in the financial condition of the Managerapplicable Lease.

Representations and Warranties of Manager. The Manager makes represents and warrants to Holdings, as of the following representations and warranties to the Owners all of which shall survive the executiondate hereof, delivery, performance or termination of this Agreementas follows: (a) The Manager is a limited liability company partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's execution Delaware and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full all requisite power and authority to own its properties, properties and assets and to conduct its business as presently conducted by it now conducted; (b) Manager has taken all necessary action to authorize the execution, delivery and to enter into and consummate all transactions contemplated by performance of its obligations under this Agreement, which action has not been superseded or modified, and this Agreement has been duly authorized executed and delivered by Manager and constitutes the legal, valid and binding obligation of Manager, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights and general principles of equity; (c) the execution, delivery and performance of this AgreementAgreement do not violate (i) Manager's limited partnership agreement or any resolution of its board of managers or other committees charged with the governance of its affairs, and has duly executed and delivered this Agreement.(ii) any contract to which Manager or any of Manager's Affiliates is a party or (iii) any law, rule, regulation, order, writ, judgment, injunction, decree or determination affecting Manager or any of its properties; (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No no litigation is pending or, to the best of the Manager's knowledgeknowledge threatened, threatened against which seeks to restrain it from performing its obligations hereunder or the Manager that, if determined adversely to the Manager, adverse outcome of which would prohibit the Manager from entering into this Agreement materially affect its business or that, in the Manager's good faith and reasonable judgment, is likely to materially and adversely affect either the its ability of the Manager to perform its obligations under this Agreement hereunder; and (e) Manager or one of its Affiliates is experienced in the financial condition administration and management of gas pipelines, and has obtained all required approvals with respect to the Manageroperation of such pipelines and has not been and is not currently subject to any material judgment or settlement of any claim imposing liability on it for noncompliance with law or mismanagement in its administration and management of any gas pipelines.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of DelawareFlorida. (b) The Manager's ’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, of performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's ’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The Manager makes the following representations represents and warranties warrants to the Owners all Administrative Agent, for itself and on behalf of which shall survive the executionManaging Agents and the Banks, delivery, performance or termination of this Agreementthat: (ai) The the Manager is a limited liability company partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full having power and authority to own or lease and use its properties, properties and to conduct carry on its business as presently conducted by it now being and hereafter proposed to enter into be conducted; (ii) the general partner of the Manager is Prime II Management, Inc., a corporation duly organized, validly existing and consummate all transactions contemplated by this Agreementin good standing under the laws of the State of Delaware; General Communication, has Inc. - Form 8-K Page 324 (iii) the Manager is duly authorized the executionqualified, delivery and performance of this Agreementin good standing, and authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization; (iv) this Agreement has been duly executed and delivered this Agreement. (d) This Agreementby the Manager and is the legal, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, Manager enforceable against the Manager in accordance with the its terms hereofexcept that certain equitable remedies are discretionary and, subject to (A) applicable in particular, may not be available where damages are considered an adequate remedy at law, and that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium reconstruction, and other similar laws affecting the enforcement of creditors' rights generallygenerally (insofar as any such law relates to the bankruptcy, insolvency, or similar event of the Manager); (v) the execution, delivery, and performance by the Manager of this Agreement in accordance with its terms do not and will not (A) require any consent or approval not already obtained, (B) general principles of equityviolate any material Applicable Law respecting the Manager, regardless of whether such enforcement is considered or (C) conflict with, result in a proceeding in equity or at law. (e) The Manager is not in violation breach of, and its execution and delivery of, performance under and compliance with this Agreement will not or constitute a violation of, any law, any order default under the certificate of limited partnership or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's good faith and reasonable judgment, is likely to affect materially and adversely either the ability partnership agreement of the Manager to perform its obligations or, in any material respect, under this Agreement or the financial condition of the Manager. (f) The Manager's execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgageagreement, deed of trust, agreement or other instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject.its properties may be bound; (gvi) No consentthere is no material action, approvalsuit, authorization or order of any state proceeding pending against, or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's knowledge, threatened against or in any manner relating directly and materially adversely to, the Manager thator any of its properties in any court or before any arbitrator of any kind or before or by any governmental body; (vii) the Manager is in compliance with all of the provisions of its certificate of limited partnership ; and (viii) the purpose of this Agreement is to induce the Banks to make the Loans, if determined adversely and the making of the Loans will be of indirect interest and advantage to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement: (a) The Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Manager's ’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager's ’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Manager is not in violation of, and its execution and delivery of, performance under under, and compliance with with, this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager's ’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager. (f) The Manager's ’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject. (g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. (h) No litigation is pending or, to the best of the Manager's knowledge’s Knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager's ’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.