Common use of Representations and Warranties of the Assignee Clause in Contracts

Representations and Warranties of the Assignee. The Assignee warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: (a) The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) The Assignee has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by the Assignee, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Agreement or the consummation by it of the transaction contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solvent.

Representations and Warranties of the Assignee. The Assignee Each of the parties on Appendix A, severally as to itself, represents and warrants that (a) this Agreement and represents to the performance by such party of its obligations hereunder (i) has been duly authorized, executed and covenants withdelivered by such party, and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms, (ii) does not require approval by any owners or holders of any equity interest in such party (except as has already been obtained), and (iii) does not violate any material law, any order of any court or other agency of government, the Assignorcharter or other organizational documents of such party, as amended, or constitute a breach or violation of or conflict with any material agreement to which such party is bound and none of such material agreements would impair in any material respect the Servicer and the Trust ability of such party to perform its obligations hereunder, (b) as of the date hereof that: (a) The Assignee is duly organizedhereof, validly existing and in good standing under after taking into account the laws of the jurisdiction of its formation; (b) The Assignee has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by the Assignee, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required Company Common Shares to be obtained or made acquired by the Assignee in connection with the executionSubsequent Transfer and based upon the number of Company Common Shares outstanding as set forth in the Company’s latest Report on Form 10-K or Form 10-Q, delivery or performance by as applicable, the Assignee of this Agreement or the consummation by it does not Beneficially Own Company Common Shares in excess of the transaction contemplated hereby; and Ownership Limitation, and (dc) There as of the date hereof, it is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency Beneficial Owner of the number and type of Company Common Shares (or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability equity securities of the Assignee Company) set forth (including, without limitation, as to perform its obligations under this Agreementthe form of ownership) on Appendix B hereto. [Each of the parties on Appendix A, severally as to itself, represents and warrants that (a) as of the Assignee date hereof, it is solvent.an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) of Assignor and (b) as of the Effective Date, it was not an “affiliate” (as such term is defined in Section 203(c)(1) of the DGCL) of Assignor.]16

Representations and Warranties of the Assignee. The ---------------------------------------------- Assignee represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (a) The Assignee is duly organizedit has all requisite power and authority, validly existing and in good standing under has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the laws of the jurisdiction of its formationtransactions contemplated by, this Agreement; (b) The Assignee has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance compliance with the terms hereof by Assignee and the Assignee delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by it and constitutes the Assigneelegal, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee it in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at lawterms; (cd) No consent, approval, order or authorization all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or declaration, filing or registration with, any governmental entity is required to be obtained or made by enforceability of its obligations under this Agreement have been obtained; (e) the Assignee in connection with has fully reviewed the executionterms of the Credit Agreement and the other Loan Documents and has independently and without reliance upon the Assignor, delivery or performance by and based on such information as the Assignee of has deemed appropriate, made its own credit analysis and decision to enter into this Agreement or Agreement; (f) the consummation by it Assignee hereby affirms that the representations contained in Section 4.06(d)(i)(1) of the transaction contemplated herebyCredit Agreement are true and accurate as to Assignee. If Section 4.06(d)(i)(2) is applicable to the Assignee, Assignee shall promptly deliver to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06; and (dg) There is no action, suit, proceeding or investigation pending or threatened against the transactions contemplated by this Agreement are commercial banking transactions entered into in the ordinary course of the banking business of the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solvent.

Representations and Warranties of the Assignee. The Assignee warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: Assignee: (a) The Assignee is duly organized, validly existing represents and in good standing under the laws of the jurisdiction of its formation; warrants that (bi) The Assignee it has full power and authority authority, and has taken all action necessary, to executeexecute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, deliver (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and perform its obligations under this Agreement. The execution after the Effective Date, it shall be bound by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 10.03 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which other Lender and (v) if it is bounda foreign Lender, or result in attached to the violation of Assignment and Assumption is any law, rule, regulation, order, judgment or decree documentation required to which be delivered by it pursuant to the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Agreement have been duly authorized by all necessary corporate action on part terms of the Assignee. This Agreement has been Credit Agreement, duly completed and executed and delivered by the Assignee; and (b) agrees that (i) it will, and, upon independently and without reliance on the due authorization, execution and delivery by the AssignorAgent, the Servicer Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the Master Servicertime, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee perform in accordance with its their terms except as enforceability may be limited all of the obligations which by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles the terms of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is the Loan Documents are required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Agreement or the consummation performed by it of the transaction contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solventas a Lender.

Representations and Warranties of the Assignee. The Assignee warrants and represents In connection with the sale of the Assigned Assets to and covenants withthe Assignee, the Assignor, Assignee hereby makes the Servicer following representations and warranties to the Trust Assignor as of the date hereof that:hereof. (a) The This Agreement has been duly and validly executed and delivered by the Assignee is duly organizedand constitutes the Assignee’s legal, validly existing valid and binding obligation, enforceable against the Assignee in good standing under the accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting creditors’ rights generally and (ii) as limited by laws relating to the jurisdiction availability of its formation;specific performance, injunctive relief or other equitable remedies. (b) The Subject to the Assignee has full power and authority to executereceiving the NBK Approval, deliver and perform its obligations under this Agreement. The execution neither the execution, delivery or performance by the Assignee of this Agreement is Agreement, nor the consummation by the Assignee of the transactions contemplated hereby, nor compliance by the Assignee with any provision hereof will conflict with, result in the ordinary course any violation of, or cause a default under (with or without due notice, lapse of time or both) any term, condition or provision of (i) any contractual obligation of the Assignee's business and will not conflict with, or result in a breach ofby which the Assignee, or any of the termsAssignee’s properties, conditions assets or provisions of the Assignee's charter rights, may be bound or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of (ii) any law, statute, rule, regulation, order, judgment writ, injunction, decree, permit, concession, license or decree franchise of any governmental authority applicable to which the Assignee or its property the transactions contemplated hereby. (c) No proceedings are (i) pending against the Assignee before any governmental authority or (ii) to the best of the Assignee’s knowledge, threatened against the Assignee that, in each case, could reasonably be expected to materially and adversely affect any action taken or to be taken by the Assignee under this Agreement or the transactions contemplated by this Agreement. (d) No permit, authorization, consent or approval (excluding the NBK Approval) of or by, or any notification of or filing with, any governmental authority or other Person is subject. The required in connection with the execution, delivery and performance by the Assignee of this Agreement or the consummation by the Assignee of the transactions contemplated hereby. (e) The Assignee (i) is a “sophisticated investor” (as such term is used in regulations promulgated under the Securities Act of 1933, as amended) with respect to the purchase of the Assigned Assets, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Assigned Assets, and (iii) has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Assignee has relied upon the Assignor’s express representations, warranties, covenants, agreements and indemnities in this Agreement. The Assignee acknowledges that the Assignor has not given Assignee any investment advice, credit information or opinion on whether the purchase of the Assigned Assets is prudent. (f) The Assignee acknowledges that (i) the Assignor currently may have, and later may come into possession of, information with respect to the Assigned Assets, Company or any of its affiliates that is not known to the Assignee and that may be material to a decision to purchase the Assigned Assets (“Assignee Excluded Information”), (ii) the Assignee has not requested to receive Assignee Excluded Information from the Assignor and has determined to purchase the Assigned Assets notwithstanding its lack of knowledge of Assignee Excluded Information, and (iii) the Assignor shall not have any liability to the Assignee or any Assignee Indemnitee, and the Assignee waives and releases any claims that it may have or may hereafter acquire against the Assignor or any Assignor Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Assignee Excluded Information in connection with the transaction contemplated by this Agreement; provided, however, that Assignee Excluded Information shall not and does make the Assignor’s representations or warranties in this Agreement inaccurate in any material respect. (g) The Assignee is an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, as amended. The Assignee acknowledges that (i) the Note and the Loans have not been duly authorized registered under such Act and are being sold to the Assignee pursuant to an exemption from registration under such Act and the rules and regulations promulgated thereunder, and (ii) the Note and the Loans are being acquired for the Assignee’s own account without any view to any distribution thereof in violation of any applicable securities laws. The Assignee has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Note or the Loans in violation of any applicable securities laws. (h) No broker, finder or other entity acting under the authority of the Assignee or any of its affiliates is entitled to any broker’s commission or other fee in connection with the transactions contemplated by this Agreement for which the Assignor could be responsible. (i) The Assignee acknowledges that the consideration given by the Assignee for the purchase of the Assigned Assets may differ both in kind and in amount from any payments or distributions that the Assignee may ultimately receive with respect to the Assigned Assets and, except as otherwise set forth herein, the Assignee shall have no recourse to the Assignor for any deficiency. (j) Subject to receipt of the NBK Approval, the transfer to Assignor of the funds comprising the Purchase Price shall comply with all necessary corporate action applicable tax, currency exchange, and financial control laws in the Republic of Kazakhstan. Such transfer will not cause Assignor to be in violation of any applicable law or regulation, including Executive Order 13224 issued on September 23, 2001 (“EO 13224”), the U.S.A. PATRIOT Act, any Anti-Money Laundering Law, the U.S. Bank Secrecy Act, or any laws of Kazakhstan. The Purchase Price comprises funds generated from the sale to Kookmin Bank, Seoul and IFC, Washington DC of a personal stake in the equity of JSC Bank CenterCredit, Almaty, Republic of Kazakhstan. No part of such funds was derived from any activity that might be deemed criminal under any law in the United States, the Republic of Kazakhstan, or any other jurisdiction. Such funds do not originate from, nor have they been routed through, an account maintained at a Foreign Shell Bank, a bank organized under the laws of a Non-Cooperative Jurisdiction. Such funds will be sent to the Collateral Agent in accordance with this Agreement from the following account in the name of the Assignee. This Agreement : Name and address of Bank: JSC “Bank CenterCredit, 90, Xxxxxxxx xxx., 000000 Xxxxxx, Xxxxxxxx of Kazakhstan Account Number: KX000000000000000000 (k) Neither the Assignee nor any of the Assignee’s Controlled Affiliates is or will be an entity or person (i) that is subject to financial restrictions, trade prohibitions, embargoes, blocking, asset freezes, or economic sanctions laws, regulations, or Executive Orders of any Government Entity in any jurisdiction directed at countering terrorism or terrorist financing; (ii) that is listed in the Annex to, or is otherwise subject to the provisions of EO13224, (iii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:wxx.xxxxx.xxx) or any other such blocking or asset freezing lists that may be published and updated from time to time by the United Nations Security Council, or is a person or entity prohibited under the programs administered by OFAC (iv) who commits, threatens to commit or supports “terrorism,” as that term is defined in EO13224, (v) is subject to sanctions of the United States government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the USA PATRIOT Act, (vi) is a Foreign Shell Bank; (vii) is a resident in a Non-Cooperative Jurisdiction; (viii) is a current or former Senior Foreign Political Figure, or an Immediate Family Member or Close Associate of a current or former Senior Foreign Political Figure; (ix) is resident in, or organized or chartered under the laws of, a jurisdiction that has been duly executed and delivered designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; (x) is a person or entity that is or ever has been charged with any crime, or is or ever has been the subject of any administrative or civil action alleging fraud or dishonesty or (xi) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses (i) – (x) above are herein referred to as a “Prohibited Person”). Assignee has no reason to believe after due inquiry that any of the Assignee, and, upon ’s Associates is or will be a Prohibited Person. To the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation actual knowledge of the Assignee, enforceable against none of Assignee’s Related Persons is or will be a Prohibited Person. Neither the Assignee nor any of the Assignee’s Controlled Affiliates, (A) conducts any business, nor engages in accordance any transaction or dealing, with its terms except any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (B) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224 (any of the actions described in clauses (A) – (B) above are herein referred to as enforceability may be limited by bankruptcya “Prohibited Transaction”). Assignee has no reason to suspect after due inquiry that any of Assignee’s Associates is engaged in any Prohibited Transactions. To the actual knowledge of the Assignee, reorganization, insolvency, moratorium or other similar laws now or hereafter none of the Assignee’s Related Persons is engaged in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;any Prohibited Transactions. (cl) No consentWithout limiting the provisions on clause (k) above: (i) the Assignee, approvaleach of Assignee’s Controlled Affiliates and to the actual knowledge of Assignee, order or authorization ofeach of the Assignee’s Related Persons, or declarationis and will at all times remain in compliance with Corrupt Practices Laws, filing or registration with, any governmental entity is required to be obtained or made by the Assignee Anti-Money Laundering Laws and Export Control Laws in connection with the execution, delivery or performance by the Assignee Assignee, or any of this Agreement Assignee’s Controlled Affiliates, Associates or the consummation by it Related Persons, of the transaction transactions contemplated hereby; andin this Agreement; (dii) There is no action, suit, proceeding or investigation pending or threatened against neither the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee’s Controlled Affiliate nor, to the actual knowledge of the Assignee, any of the Assignee’s Related Persons, has made any Prohibited Payment; (iii) Assignee has no reason to perform its obligations under suspect after due inquiry that (A) any of Assignee’s Associates is not and will not at all times remain in compliance with Corrupt Practices Laws, Anti-Money Laundering Laws and Export Control Laws in connection with the execution, delivery or performance by Assignee, any of Assignee’s Controlled Affiliates, Associates or Related Persons, of the transactions contemplated in this AgreementAgreement and (B) any of Assignee’s Associates has made any Prohibited Payment. For purposes of the foregoing clauses (j), (k) and the Assignee is solvent.(l):

Representations and Warranties of the Assignee. The ---------------------------------------------- Assignee represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (a) The Assignee is duly organizedit has all requisite power and authority, validly existing and in good standing under has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the laws of the jurisdiction of its formationtransactions contemplated by, this Agreement; (b) The Assignee has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance compliance with the terms hereof by Assignee and the Assignee delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by it and constitutes the Assigneelegal, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee it in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at lawterms; (cd) No consent, approval, order or authorization all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or declaration, filing or registration with, any governmental entity is required to be obtained or made by enforceability of its obligations under this Agreement have been obtained; (e) the Assignee in connection with has fully reviewed the executionterms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, delivery or performance by and based on such information as the Assignee of has deemed appropriate, made its own credit analysis and decision to enter into this Agreement or Agreement; (f) the consummation by it Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii)] of the transaction contemplated herebyCredit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (dg) There is no action, suit, proceeding or investigation pending or threatened against the transactions contemplated by this Agreement are commercial banking transactions entered into in the ordinary course of the banking business of the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solvent.

Representations and Warranties of the Assignee. The Assignee (a) represents and warrants that (i) it has full power and represents authority, and has taken all action necessary, to execute and covenants withdeliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered on or before the date hereof pursuant to Sections 5.01(k) and 7.01(a) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor, or any other Lender and based on such documents and information as it shall deem appropriate at the Servicer time, continue to make its own credit decisions in taking or not taking any action under the Credit Documents; (d) appoints and authorizes the Trust Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Documents or any related agreement or any document furnished hereunder or thereunder as are delegated to the Administrative Agent by the terms hereof or thereof, as the case may be, together with such powers as are reasonably incidental hereto or thereto, as the case may be; (e) agrees that it will perform in accordance with their terms all of the date hereof that: obligations which by the terms of the Credit Documents are required to be performed by it as a Lender; and (af) The if the Assignee is duly organized, validly existing and in good standing organized under the laws of a jurisdiction outside the jurisdiction United States, confirms to the Borrower (and is providing to the Administrative Agent and the Borrower the forms required pursuant to Section 4.04(a)(ii) and (iii) of its formation; the Credit Agreement) that (bi) The Assignee has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument entitled to benefits under an income tax treaty to which the Assignee United States is now a party that reduces the rate of withholding tax on payments under the Credit Agreement or by which it (ii) that the income receivable pursuant to the Credit Agreement is bound, effectively connected with the conduct of a trade or result business in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by the Assignee, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Agreement or the consummation by it of the transaction contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solventUnited States.

Representations and Warranties of the Assignee. The Assignee represents and warrants and represents to and covenants with, each of the Assignor, the Servicer Administrative Agent and the Trust Banks, as of the date hereof thatof this Agreement, as follows: (a) The Assignee It is a sociedad anonima de capital variable, duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its formation;organization, and has all power and authority to execute and deliver this Agreement and to consummate the Assignment, to incur the obligations to be incurred by it as provided in this Agreement, and to perform the terms and provisions of this Agreement. (b) The Assignee It has full power taken all necessary corporate action to authorize the execution, delivery and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee performance of this Agreement is in and the ordinary course consummation of the Assignee's business Assignment. It has duly executed and will not conflict withdelivered this Agreement, or result and this Agreement and the Loan Documents constitute, the legal, valid and binding obligations of the Assignee enforceable against the Assignee in accordance with its terms, subject to applicable bankruptcy, concurso mercantil, insolvency, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a breach of, any of the terms, conditions proceeding in equity or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any at law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. ). (c) The execution, delivery and performance by the Assignee of this Agreement Agreement, the consummation of the Assignment and the performance of the obligations under the Loan Documents are within the Assignee’s corporate powers, have been duly authorized by all necessary corporate action on part action, and do not (i) conflict or be inconsistent with or, or result in a breach of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets of the Assignee. This Agreement has been duly executed and delivered Assignee pursuant to the terms of, any contract, indenture, mortgage, deed of trust, credit agreement, loan agreement, note, lease or other instrument to which the Assignee is a party or by which it or any of its assets may be bound or subject, (ii) violate any provision of the organizational documents of the Assignee or any law binding on the Assignee, andor (iii) require any approval, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approvalorder, order or authorization oflicense, or declarationregistration, filing or registration withqualification of or with any court or other Governmental Authority; except, in all cases, for any governmental entity conflict, Lien, violation, approval or authorization that would not reasonably be expected to have a Material Adverse Effect. (d) No Default or Event of Default has occurred and is required to be obtained continuing or made by will result from the Assignee in connection with the execution, delivery or performance by the Assignee execution of this Agreement or the consummation by it of the transaction contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solventAssignment.

Representations and Warranties of the Assignee. The Assignee warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: (a) The Assignee hereby represents and warrants to the Assignor as follows (and acknowledges that the Assignor is duly organizedrelying on such representations and warranties in entering into this Agreement and in completing the assignment of the Assigned Assets): (i) the Assignee is a corporation existing under the BUSINESS CORPORATIONS ACT (British Columbia) and has all necessary corporate power and capacity to enter into this Agreement and each of the Ancillary Documents to be executed and delivered by the Assignee and to complete the transactions contemplated hereby and thereby to be completed by the Assignee; (ii) the Assignee has full corporate power, validly existing capacity and authority to own, lease and operate its properties and to carry on its business as now conducted and the Assignee is qualified, authorized, registered or licensed to conduct its business and is in good standing under in the laws of each jurisdiction in which it conducts its business or owns or leases its properties and assets, including the jurisdiction Province of its formationQuebec; (biii) The Assignee has full power the execution and authority delivery of this Agreement and each of the Ancillary Documents to execute, deliver be executed and perform its obligations under this Agreement. The execution delivered by the Assignee and the performance of the terms hereof and thereof by the Assignee have been authorized by all necessary corporate proceedings of the Assignee and this Agreement constitutes a legal, valid and binding agreement enforceable against Assignee in accordance with its terms and, upon being executed and delivered, each of the Ancillary Documents to be executed and delivered by the Assignee will constitute a valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its terms, except to the extent that enforcement may be limited by laws of general application affecting the enforcement of creditor's rights and the provisions of the LIMITATIONS ACT, 2002 (Ontario) and that certain remedies are discretionary in nature and may not be available in all circumstances; (iv) the execution and delivery of this Agreement is in the ordinary course and each of the Assignee's business Ancillary Documents to be executed and delivered by the Assignee and the performance of the terms hereof and thereof by the Assignee will not conflict with, with or result in a breach of, or violation of any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restrictionof, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Assignee is now a party or by which it the Assignee or any of the assets or properties thereof is bound, bound or conflict with or result in the any violation of the provisions of its articles, by-laws or resolutions of its directors (including any law, rule, regulation, order, judgment committee thereof) or decree to which the Assignee shareholders or its property is subject. The execution, delivery and performance by the Assignee of this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by the Assignee, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at lawany Applicable Law; (cv) No consentthe Assignee is a reporting issuer in each of the Jurisdictions not in default under the Securities Laws of the Jurisdictions and (i) the Assignee has filed on a timely basis with the securities regulatory authorities in each of the Jurisdictions all forms, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is reports and documents required to be obtained filed by it pursuant to the Securities Laws of the Jurisdictions and all such filings, when made, complied in all material respects with the Securities Laws of each of the Jurisdictions, and all information required to be stated therein or necessary in light of the circumstances in which they were made, not misleading in any material respect, (ii) as of their respective dates, none of any such filings contained any untrue statement of a material fact or omitted to state a material fact, and (iii) no confidential disclosure has been made by Assignee under any Securities Laws of the Jurisdictions; (vi) the Assignee in connection with is, and on the executionClosing Date will be, delivery or performance by a Canadian within the Assignee of this Agreement or the consummation by it meaning of the transaction contemplated hereby; andINVESTMENT CANADA ACT (Canada), as amended to the Closing Date; (dvii) There there is no claim, action, suit, proceeding or governmental investigation pending or or, to the knowledge of the Assignee, threatened against the Assignee, Assignee by or before any court, administrative agency Governmental Authority or by any other tribunal, Person which would draw into question challenges the validity of this Agreement, Agreement or which, either in any one instance or in the aggregate, is which would be reasonably likely to result in any material adverse change in adversely affect or restrict the Assignee's ability to consummate the transactions contemplated hereby; (viii) the Assignee is authorized to issue an unlimited number of Common Shares of which 16,757,174 Common Shares are issued and outstanding as fully paid and non-assessable common shares of the Assignee to perform its obligations under as at the date of this Agreement; (ix) the outstanding Common Shares are listed on the Exchange and no order ceasing or suspending trading in any securities of the Assignee has been issued and no proceedings for such purpose are pending, or to the knowledge of the Assignee, threatened; (x) upon the issue thereof on the Closing Date, the Consideration Shares will be authorized and issued to the Assignor as fully paid and non-assessable Common Shares and will be conditionally approved for listing on the Exchange; (xi) upon the issue thereof in accordance with subsection 2(c) hereof, the Bonus Shares will be authorized and issued to the Assignor as fully paid and non-assessable Common Shares and will be, on the Closing Date conditionally approved for listing on the Exchange; (xii) the issue by the Assignee to the Assignor of the Consideration Shares is, and the issue by the Assignee to the Assignor of the Bonus Shares, if and when issued, will be, exempt from the registration and prospectus requirements of the Securities Laws of the Province of Ontario and no document is required to be filed, proceeding taken or approval, consent or authorization of any regulatory authority required to be obtained by the Assignee in connection therewith other than the Assignee Regulatory Consent provided, however, that the Assignee is solventrequired to file with the Ontario Securities Commission within 10 days of the date of issue of each of the Consideration Shares and the Bonus Shares, a report prepared and executed in accordance with Form 45-501F1 prescribed by Rule 45-501 of the Securities Commission in respect of the issue and delivery of the Consideration Shares and the Bonus Shares; (xiii) the Consideration Shares will not be subject to a restricted period or statutory hold period under the Securities Laws of the Province of Ontario or any Jurisdiction or to any resale restriction under the policies of the Exchange which extends beyond four months and one day after the Closing Date (and after the expiry of such four month restricted period, the first trade of Consideration Shares will be exempt from the prospectus requirements of the Securities Laws of the Province of Ontario and each Jurisdiction and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained by the Assignee under the Securities Laws of the Province of Ontario and the Jurisdictions in respect of such first trade), provided that the conditions set out in paragraphs 2.5(2), 4, 5, 6 and 7 of MI 45-102 are satisfied; and (xiv) if and when issued, the Bonus Shares will not be subject to a restricted period or statutory hold period under the Securities Laws of the Province of Ontario or any Jurisdiction or to any resale restriction under the policies of the Exchange which extends beyond four months and one day after the date of issue thereof (and after the expiry of such four month restricted period, the first trade of Bonus Shares will be exempt from the prospectus requirements of the Securities Laws of the Province of Ontario and each Jurisdiction and no document will be required to be filed and no proceeding taken or approval, permit, consent, order or authorization obtained by the Assignee under the Securities Laws of the Province of Ontario and the Jurisdictions in respect of such first trade), provided that the conditions set out in paragraphs 2.5(2), 4, 5, 6 and 7 of MI 45-102 are satisfied.

Representations and Warranties of the Assignee. The Assignee represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (ai) The Assignee hereby assumes and agrees to perform all the remaining and executory obligations of the Assignor under the contract and agrees to indemnify and hold the Assignor harmless from any claim or demand resulting from non- performance by the Assignee. (ii) The Assignee shall be entitled to all monies due or to be paid in the future under the contract, which rights are also assigned hereunder. (iii) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of Belize. The Assignee has the jurisdiction of requisite power, authority and capacity to own, lease and operate its formation;properties and to carry on its intended business. (biv) The Assignee has full power the requisite power, authority and authority capacity to execute, deliver enter into this Agreement and to perform all of its obligations under this Agreementhereunder. The execution Assignee has duly taken all necessary action to approve this Agreement and the performance of its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Assignee enforceable against it in accordance with its terms. (v) The execution, delivery and performance of this Agreement by the Assignee of this Agreement is do not and will not (i) conflict with, violate or result in the ordinary course breach of any of the terms or conditions of, or constitute a default under, the articles of organization or operating agreement of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit or other instrument or obligation to which the Assignee is now a party or by which it is boundthe Assignee or its assets are bound or affected, or result in the violation of any law, rule, regulation, order, judgment ordinance or decree to which the Assignee or its property is assets are subject. The execution, delivery and performance by or (ii) result in the Assignee creation or imposition of this Agreement have been duly authorized by all necessary corporate action on part any lien, security interest, charge, encumbrance, restriction or right, including rights of termination or cancellation, in or with respect to, or otherwise materially adversely affect, any of the properties, assets or business of the Assignee. This Agreement has been duly executed and delivered by the Assignee, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;. (cvi) No permit, consent, approval, order approval or authorization of, or declarationdesignation, declaration or filing or registration with, any governmental entity authority or any other Person on the part of the Assignee is required to be obtained or made by the Assignee in connection with the execution, execution or delivery or performance by the Assignee of this Agreement or the consummation by it of the transaction transactions contemplated hereby; and, except where the failure to obtain such consent would not materially adversely affect the Assignee's ability to consummate the transactions contemplated by this Agreement. (dvii) There is no action, suit, action or litigation, administrative hearing, governmental inquiry, investigation, arbitration or other proceeding or investigation pending or or, to the Assignee's knowledge, threatened against or relating to the Assignee. There are no judgments, before any courtconsent decrees or injunctions against, administrative agency affecting or other tribunalbinding upon the Assignee. The Assignee is in compliance with all laws, ordinances, requirements, orders and regulations applicable to it, the violation of which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any have a material adverse change in effect on its ability to consummate the ability of the Assignee to perform its obligations under transactions contemplated by this Agreement, and the Assignee is solventhas not received notice of any claimed violation with respect to any of the foregoing, and none of the foregoing will be affected by the consummation of the transactions contemplated by this Agreement. (ii) The Assignee has the corporate power to acquire the Assigned Rights and assume the obligations of the Assignor arising in the Agreement

Representations and Warranties of the Assignee. The Assignee represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust as of the date hereof that: (a) The Assignee is has all requisite power and authority to execute and deliver this Agreement and to purchase and assume the Assigned Rights and Assumed Obligations, and this Agreement has been duly organizedand validly authorized, validly existing executed and in good standing under delivered by the laws of the jurisdiction of its formationAssignee; (b) The Assignee has full power Neither the execution, delivery and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee performance of this Agreement is in by the ordinary course Assignee, nor the purchase and assumption of the Assignee's business Assigned Rights and Assumed Obligations, violates, has resulted or will not conflict with, or result in a breach of any of, any or constitute a default (or an event which with or without notice and/or lapse of the termstime would constitute a default) under, conditions or provisions of the Assignee's charter or bylaws or any legal restriction’s organizational documents, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulationstatute, order, judgment rule or decree regulation of any court or other governmental authority applicable to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. ; (c) This Agreement has been duly and all documents executed and delivered by in connection herewith are the Assigneelegal, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation obligations of the Assignee, enforceable against the Assignee in accordance with its terms their respective terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other reorganization and similar laws now or hereafter in effect relating to affecting creditors' ’ rights generally, moratorium laws from time to time in effect, and by general equitable principles restricting the availability of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Agreement or the consummation by it of the transaction contemplated herebyequitable remedies; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw The Assignee has independently and without reliance upon TSB made its own analysis and decision to enter into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of except that the Assignee to perform its obligations under has relied upon the representations and warranties of TSB expressly set forth in this Agreement, and the Assignee is solvent.

Representations and Warranties of the Assignee. The Assignee warrants and represents represents, warrants, confirms, to and covenants with, the Assignor, the Servicer and the Trust as best of the date hereof thatit knowledge: (a) a. The Assignee is a corporation duly organized, validly existing and in good standing under the its laws of the jurisdiction of its formation; (b) The Assignee incorporation, has full all requisite corporate power and authority to executeacquire, deliver own, lease and operate its properties and the properties it purports to acquire, own and to carry on its business as is now being and will be conducted, to perform its obligations under this Agreement. all agreements or contracts by which it is bound and will be bound and is duly qualified or licensed and is in good standing to do business in each jurisdiction, in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary. b. The execution and delivery of this Agreement by the Assignee does not, and the performance by the Assignee of this Agreement is in the ordinary course of the Assignee's business and transactions contemplated hereby will not violate, conflict with, or result in a any breach of, of any of the terms, conditions or provisions provision of the Assignee's ’s charter documents, contracts with third parties, any order, writ, judgment, injunction, decree, statute, law, rule or bylaws regulation; invalidate or adversely affect any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result permit used in the violation conduct of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. Assignee’s business. c. The execution, execution and delivery and performance of this Agreement by the Assignee of this Agreement have as contemplated herein has been duly authorized by all necessary corporate action on part of and the Assignee. Assignee has the legal capacity to enter into this Agreement and to carry out the transaction contemplated herein and to perform its obligations hereunder and pursuant to all other agreements required to be delivered hereunder. d. This Agreement has been duly and validly executed and delivered by the Assignee, and, upon the due authorization, execution Assignee and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the constitutes a valid and legally binding obligation of the Assigneeagreement, enforceable against the Assignee in accordance with its terms except as enforceability may be limited subject to and affected by the laws relating to bankruptcy, reorganization, insolvency, moratorium reorganization and creditors’ rights generally and except that a court may or may not order an injunction, specific performance or other similar laws now equitable remedies with respect to any particular provision of this Agreement. e. No representation or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made warranty by the Assignee contained in this Agreement or in any exhibit, schedule, written statement, certificate or other document delivered or to be delivered by the Assignee pursuant to this Agreement or in connection with the executionconsummation of the transactions contemplated hereby contains or will contain any untrue statement of a material fact, delivery or performance by omits or will omit to state any material facts known to the Assignee of this Agreement or the consummation by it necessary, in light of the transaction contemplated hereby; and (d) There is no actioncircumstances under which it was or will be made, suit, proceeding in order to make the statements herein or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solventtherein not misleading.

Representations and Warranties of the Assignee. The Assignee represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (ai) The Assignee hereby assumes and agrees to perform all the remaining and executory obligations of the Assignor under the TEP and Evaluation rights to be issued and agrees to indemnify and hold the Assignor harmless from any claim or demand resulting from non-performance by the Assignee. (ii) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of Nevada. The Assignee has the jurisdiction of requisite power, authority and capacity to own, lease and operate its formation;properties and to carry on its intended business. (biii) The Assignee has full power the requisite power, authority and authority capacity to execute, deliver enter into this Agreement and to perform all of its obligations under this Agreementhereunder. The execution Assignee has duly taken all necessary action to approve this Agreement and the performance of its obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Assignee enforceable against it in accordance with its terms. (iv) The execution, delivery and performance of this Agreement by the Assignee of this Agreement is do not and will not (i) conflict with, violate or result in the ordinary course breach of any of the terms or conditions of, or constitute a default under, the articles of organization or operating agreement of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit or other instrument or obligation to which the Assignee is now a party or by which it is boundthe Assignee or its assets are bound or affected, or result in the violation of any law, rule, regulation, order, judgment ordinance or decree to which the Assignee or its property is assets are subject. The execution, delivery and performance by or (ii) result in the Assignee creation or imposition of this Agreement have been duly authorized by all necessary corporate action on part any lien, security interest, charge, encumbrance, restriction or right, including rights of termination or cancellation, in or with respect to, or otherwise materially adversely affect, any of the properties, assets or business of the Assignee. This Agreement has been duly executed and delivered by the Assignee, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;. (cv) No permit, consent, approval, order approval or authorization of, or declarationdesignation, declaration or filing or registration with, any governmental entity authority or any other Person on the part of the Assignee is required to be obtained or made by the Assignee in connection with the execution, execution or delivery or performance by the Assignee of this Agreement or the consummation by it of the transaction transactions contemplated hereby; and, except where the failure to obtain such consent would not materially adversely affect the Assignee's ability to consummate the transactions contemplated by this Agreement. (dvi) There is no action, suit, action or litigation, administrative hearing, governmental inquiry, investigation, arbitration or other proceeding or investigation pending or or, to the Assignee's knowledge, threatened against or relating to the Assignee. There are no judgments, before any courtconsent decrees or injunctions against, administrative agency affecting or other tribunalbinding upon the Assignee. The Assignee is in compliance with all laws, ordinances, requirements, orders and regulations applicable to it, the violation of which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any have a material adverse change in effect on its ability to consummate the ability of the Assignee to perform its obligations under transactions contemplated by this Agreement, and the Assignee is solventhas not received notice of any claimed violation with respect to any of the foregoing, and none of the foregoing will be affected by the consummation of the transactions contemplated by this Agreement. (ii) The Assignee has the corporate power to acquire the Assigned Rights and assume the obligations of the Assignor arising in the Agreement

Representations and Warranties of the Assignee. The Assignee warrants hereby makes the following representations and represents to warranties, which shall continue in effect and covenants with, the Assignor, the Servicer and the Trust as of survive the date hereof thatof this Assignment Agreement: (a) The 3.1 Assignee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its formation; (b) The Assignee has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subjectDelaware. The execution, delivery and performance by the Assignee of this Assignment Agreement are within the legal capacity and power of the Assignee; have been duly authorized by all necessary corporate requisite action on the part of the Assignee; require the approval or consent of no other persons; and neither violate nor constitute a default under the terms of any other agreement, document, or instrument binding upon the Assignee. This Assignment Agreement has been duly executed and delivered by the Assigneeis a legal, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, Assignee enforceable against the Assignee in accordance with its terms terms, except insofar as enforceability the enforcement hereof may be limited by bankruptcy, reorganization, insolvency, moratorium moratorium, or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally, generally and by general subject to equitable principles limiting the availability of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or specific performance by the Assignee of this Agreement or the consummation by it of the transaction contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunalequitable remedies. 3.2 There are no actions, which would draw into question the validity of this Agreement, suits or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreementproceedings, and the Assignee is solventhas no knowledge of any actions, suits or proceedings threatened, against the Assignee which would as of the date of this Assignment Agreement prevent or substantially hinder the consummation of the transactions contemplated by this Assignment Agreement. 3.3 As a condition of the execution of this Assignment Agreement in Article I, the Assignee covenants and agrees to pay, perform, discharge and satisfy when due all of Assignor's covenants, agreements and obligations under the Agreements arising from and after the date of this Assignment Agreement pursuant to, and in accordance with, the terms and conditions of the respective Agreement. Further, Assignee agrees not to perform in derogation of the Agreements as currently in force and effect or limit the rights of the partners as they currently exist.

Representations and Warranties of the Assignee. The Assignee --------------------------------------------------- warrants and represents to to, and covenants with, the Assignor, the Servicer and the Trust as of the date hereof Assignor that: (a) a. The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) The Assignee has full power and authority agrees to execute, deliver and perform its obligations under this Agreement. The execution be bound by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any all of the terms, covenants and conditions or provisions of its ownership of the Assignee's charter or bylaws or any legal restrictionAssets and from and after the date hereof, or any material agreement or instrument to which the Assignee is now a party assumes for the benefit of the Assignor all of the Assignor's obligations thereunder; b. The Assignee shall indemnify the Assignor for any loss or liability incurred by the Assignor arising (i) from any breach of warranty, representation or covenant of the Assignee made herein that materially and adversely affects the interests of Assignor or (ii) by reasons of willful misfeasance, bad faith or negligence of the Assignee in the performance of its duties hereunder or by which reason of reckless disregard of its obligations and duties hereunder; c. The Assignee hereto represents and warrants that it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree duly and legally authorized to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of enter into this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This and to perform its obligations hereunder; and d. The Assignee hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by the Assignee, and, upon the it and (assuming due authorization, execution and delivery thereof by each of the Assignorother parties hereto) constitutes its legal, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assigneeobligation, enforceable against the Assignee in accordance with its terms terms, except as enforceability such enforcement may be limited by bankruptcy, reorganization, insolvency, moratorium reorganization or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally, generally and by general equitable principles of equity (regardless of whether enforceability such enforcement is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Agreement or the consummation by it of the transaction contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solvent).

Representations and Warranties of the Assignee. The Assignee represents and warrants and represents to and covenants with, the Assignor, the Servicer and the Trust Assignor as of the date hereof thatfollows: (a) The Assignee is duly organizedit has all requisite power and authority, validly existing and in good standing under has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the laws of the jurisdiction of its formationtransactions contemplated by, this Agreement; (b) The Assignee has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution by the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance compliance with the terms hereof by Assignee and the Assignee delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by it and constitutes the Assigneelegal, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee it in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at lawterms; (cd) No consent, approval, order or authorization all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or declaration, filing or registration with, any governmental entity is required to be obtained or made by enforceability of its obligations under this Agreement have been obtained; (e) the Assignee in connection with has fully reviewed the executionterms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, delivery or performance by and based on such information as the Assignee of has deemed appropriate, made its own credit analysis and decision to enter into this Agreement or Agreement; (f) the consummation by it Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][(ii)] of the transaction contemplated herebyCredit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.061; and (dg) There is no action, suit, proceeding or investigation pending or threatened against the transactions contemplated by this Agreement are commercial banking transactions entered into in the ordinary course of the banking business of the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solvent.

Representations and Warranties of the Assignee. The Assignee warrants hereby makes the following representations and represents warranties to and covenants with, the Assignor, the Servicer and the Trust Assignee as of the date hereof thatEffective Date: (a) The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction state of its formation; (b) New York. The Assignee has full corporate power and authority to executeenter into this Agreement and the documents to be delivered hereunder, deliver and perform to carry out its obligations under this Agreement. The execution by hereunder and to consummate the Assignee of this Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subjecttransactions contemplated hereby. The execution, delivery and performance by the Assignee of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary requisite corporate action on the part of the Assignee. This Agreement has and the documents to be delivered hereunder have been duly executed and delivered by the Assignee, and, upon the and (assuming due authorization, execution and delivery by the Assignor, the Servicer ) this Agreement and the Master Servicerdocuments to be delivered hereunder constitute legal, will constitute the valid and legally binding obligation obligations of the Assignee, Assignee enforceable against the Assignee in accordance with its terms except as enforceability may their respective terms. (b) The execution, delivery and performance by the Assignee of this Agreement and the documents to be limited by bankruptcydelivered hereunder, reorganizationand the consummation of the transactions contemplated hereby, insolvencydo not and will not: (a) violate or conflict with the certificate of incorporation, moratorium by-laws or other similar laws now organizational documents of the Assignee; or hereafter in effect relating (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to creditors' rights generallythe Assignee. Except for the consent of Xxxxxxxxx Xxxxxx, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No no consent, approval, order waiver or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee from any person or entity (including any governmental authority) in connection with the execution, delivery or and performance by the Assignee of this Agreement or and the consummation by it of the transaction transactions contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under this Agreement, and the Assignee is solvent.

Representations and Warranties of the Assignee. The Assignee hereby represents and warrants and represents to and covenants withREM, the Assignor, the Servicer and the Trust as of the date hereof thatand as of the Closing Date, as follows: (a) The Assignee is duly organized, organised and validly existing and in good standing under the laws of the jurisdiction of its formation; (b) The Assignee England and Wales and has full power and authority to executeown its assets and to transact the business in which it is currently engaged and is duly incorporated as a limited liability company and is duly qualified, deliver and perform authorized or licensed under the laws of each jurisdiction where its obligations under this Agreement. The execution by ownership or lease of property or the Assignee conduct of its business requires, or the performance of this Agreement is would require such qualification, authorization or license, except for those jurisdictions in the ordinary course of the Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignee is now failure to be so qualified, authorized or licensed would not have a party material adverse effect on the business, operations, assets or by which it is bound, or result in the violation financial condition of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Agreement have been duly authorized by all necessary corporate action on part of the Assignee. This Agreement has been duly executed and delivered by the Assignee, and, upon the due authorization, execution and delivery by the Assignor, the Servicer and the Master Servicer, will constitute the valid and legally binding obligation of the Assignee, enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Agreement or the consummation by it of the transaction contemplated hereby; and (d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignee to perform its obligations under, or on the validity or enforceability of, this Agreement. (b) The Assignee has the necessary power and authority to execute and deliver this Agreement and perform all of its obligations required hereunder and has taken all necessary action(s) to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. Except for the matters identified in Section 8(c)(i) through (iv) below, the Assignee has provided all notifications and obtained all governmental and other consents and licences that are required to have been obtained by it with respect to this Agreement which consents are in full force and effect and it is in compliance with all conditions of any such consents. This Agreement has been, and each instrument and document required hereunder, will be, executed and delivered by a duly authorized officer of the Assignee, and this Agreement constitutes, and each instrument and document required hereunder, when executed and delivered by the Assignee, will constitute the valid and legally binding obligations of the Assignee enforceable against the Assignee in accordance with their terms, subject, as to enforcement, to (i) the effect of bankruptcy, examination, insolvency or similar laws affecting generally the enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy, examination, receivership, insolvency or similar event applicable to the Assignee and (ii) general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity). (c) The execution, delivery and performance of this Agreement will not violate any provision of any existing law or regulation binding on or applicable to the Assignee, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Assignee, or the constitutional documents of, or any securities issued by the Assignee or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which Assignee is a party or by which the Assignee or any of its assets may be bound, the violation of which would have a material adverse effect on the ability of the Assignee to perform its obligations under, or on the validity or enforceability of this Agreement. (d) There is no litigation, arbitration or other legal proceedings before or by any court pending or, to the knowledge of the Assignee, threatened that, if determined adversely to the Assignee, would have a material adverse effect upon the performance by the Assignee of its duties under, or on the validity or enforceability of, this Agreement. (e) The Assignee is not in violation of its constitutional documents or in breach or violation of or in default under any contract or agreement to which it is a party or by which it or any of its property may be bound, or any applicable statute or any rule, regulation or order of any court, government agency or body having jurisdiction over the Assignee or its properties or assets, the breach or violation of which or default under which would have a material adverse effect on the validity or enforceability of this Agreement or the performance by the Assignee of its duties hereunder. (f) The Assignee is authorized to provide the portfolio management and securities services hereunder on a cross-border basis into The Netherlands within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht). (g) The Assignee acknowledges that except as set forth in this Agreement or in any document or certificate delivered in connection with this Agreement, REM has not made any representations or warranties of any kind to the Assignee, whether with respect to the Management Agreement, the Transaction, the accuracy or completeness of any due diligence information, credit files or any other matter. The Assignee acknowledges that REM (or its Affiliates, officers, directors, employees, agents or representatives) is not making, will not make and has not made any representation or warranty, express or implied, with respect to any forecasts, projections or business plans made available to the Assignee (or its Affiliates, officers, directors, employees, agents or representatives) in connection with their review of the Management Agreement, the Trust Deed or the Transaction. (h) The Assignee acknowledges that it and its representatives have been afforded the opportunity to review, and have reviewed to its and their satisfaction, prior to the date hereof, all information which REM has delivered or made available for their review. (i) The Assignee is solventable to make all representations and warranties required or deemed to by made by it and to fulfill all other requirements applicable to it under the terms of the Subordinated Notes in relation to the transfer of the Subordinated Notes to the Assignee as contemplated hereunder.