Common use of Representations and Warranties of the Owner Participant Clause in Contracts

Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants that, as of the Closing Date: (a) the Owner Participant is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreement; (b) this Agreement, the Trust Agreement and the Tax Indemnity Agreement have been duly authorized, executed and delivered by the Owner Participant and assuming the due authorization, execution and delivery by each other party thereto, constitute the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity; (c) the execution and delivery by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreement, the consummation by the Owner Participant of the transactions contemplated hereby and thereby, and compliance by the Owner Participant with the terms and provisions hereof and thereof, do not and will not contravene any federal or Delaware Applicable Law binding on the Owner Participant, or its articles of incorporation or by-laws, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than any Lien created under any Operative Document) upon the Trust Estate under any indenture, mortgage or other material contract, agreement or instrument to which the Owner Participant is a party or by which the Owner Participant or its property is bound (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estate); (d) no authorization or approval or other action by, and no notice to or filing with, any federal or Delaware Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency Agreement, other than any authorization or approval or other action or notice or filing as has been duly obtained, taken or given other than the filing of the Form U-7D with the Securities and Exchange Commission within 30 days after the Closing Date (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estate); (e) there is no pending or, to the knowledge of the Owner Participant, threatened action, suit, investigation or proceeding against the Owner Participant before any Governmental Entity which, if determined adversely to it, would materially adversely affect the Owner Participant's ability to perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency Agreement; (f) the Trust Estate is free of any Owner Participant's Liens; (g) no part of the funds to be used by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets (within the meaning of ERISA and any applicable rules and regulations thereunder) of any Plan; (h) the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would require registration under the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest under a registration statement under the Securities Act or under an exemption from such registration available under such Act; and (i) no Event of Loss of the type referred to in clause (iv) or (vi) of the definition of Event of Loss has occurred or is continuing.

Representations and Warranties of the Owner Participant. The Effective as of the Closing Date hereunder, the Owner Participant represents and warrants that, as to each of the Closing Dateother parties hereto as follows: (a) the execution, delivery and performance of the Operative Documents to which it is a party have been duly authorized by the Owner Participant, and, when executed and delivered, the Operative Documents to which it is a party will constitute legal, valid and binding obligations of it, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by general principles of equity; (b) it has received all necessary governmental approvals and authorizations that presently are required for it to execute, deliver and to perform its obligations under the Operative Documents to which it is a party; provided that no representation or warranty is made as to any Applicable Laws or Regulations to the extent the Owner Participant may be subject thereto as a result of the activities of the Lessee or any construction, maintenance, use or repair of the Properties; (c) it is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware organization, it is duly qualified to conduct business in each jurisdiction in which a Property is located to the extent required under Applicable Laws and Regulations and it has the corporate full power and authority to enter into and perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency AgreementOperative Documents to which it is a party; (bd) this Agreementthere are no proceedings or actions pending or, the Trust Agreement and the Tax Indemnity Agreement have been duly authorizedto its knowledge, executed and delivered by the Owner Participant and assuming the due authorization, execution and delivery by each other party thereto, constitute the legal, valid and binding obligations of the Owner Participant, enforceable threatened against the Owner Participant in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting it in any court or before any Governmental Authority which, if adversely determined, would materially and adversely affect it or would question the rights right, power and authority of creditors generally and by general principles of equityit to perform its obligations under the Operative Documents to which it is a party; (ce) there is no event that with the giving of notice, passage of time or both would constitute an Event of Default attributable to it; (f) the execution and delivery by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreement, the consummation by the Owner Participant it of the transactions contemplated hereby Operative Documents to which it is a party and thereby, and compliance performance by the Owner Participant with the terms and provisions hereof and thereof, it of all of its obligations thereunder do not and will not contravene violate any federal Applicable Laws and Regulations (as any of the same may be applicable or Delaware applied to it); provided that no representation or warranty is made as to any Applicable Law binding on Laws or Regulations to the extent the Owner ParticipantParticipant may be subject thereto as a result of the activities of the Lessee or any construction, maintenance, use or repair of the Properties, and do not and will not conflict with, or its articles result in any breach of incorporation any of the terms, conditions or by-laws, or contravene the provisions of, or constitute a default under, its operating agreement or result in the creation of any Lien (other than any Lien created under any Operative Document) upon the Trust Estate under any material indenture, mortgage mortgage, conditional sale, loan or credit agreement or other material contract, instrument or agreement or instrument to which the Owner Participant it is a party or by which the Owner Participant it or any of its property is or assets are bound (it being understood or result in the imposition of any Lien on the Properties or the Trust Estate; provided, that no representation or warranty is being made as in this Section 4.2 with respect to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estate); (d) no authorization or approval or other action by, and no notice to or filing with, any federal or Delaware Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency Agreement, ERISA other than any authorization or approval or other action or notice or filing as has been duly obtained, taken or given other than the filing of the Form U-7D with the Securities and Exchange Commission within 30 days after the Closing Date (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estateset forth in Section 4.2(h); (e) there is no pending or, to the knowledge of the Owner Participant, threatened action, suit, investigation or proceeding against the Owner Participant before any Governmental Entity which, if determined adversely to it, would materially adversely affect the Owner Participant's ability to perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency Agreement; (f) the Trust Estate is free of any Owner Participant's Liens; (g) no part it has not retained, employed or authorized any broker, finder or accounting, financial engineering, appraisal, or other third party advisor whose fees are not Transaction Costs to act on its behalf in connection with the consummation of the transactions contemplated by the Operative Documents; (h) it is not entering into the Operative Documents to which it is a party or any other transaction contemplated hereby or thereby, directly or indirectly, in connection with any arrangement in any way involving any employee benefit plan or related trust with respect to which it in its individual capacity or any of the other parties hereto or any of their affiliates, is a party-in-interest, all within the meaning of ERISA and the Internal Revenue Code of 1986, as amended. The execution and delivery of the Operative Documents and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Owner Participant in the immediately preceding sentence is made in reliance upon and subject to the accuracy of each Purchaser's representation in Section 3.1 of the Certificate Purchase Agreement as to the sources of the funds to be used to pay the purchase price of the Certificates to be purchased by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets (within the meaning of ERISA and any applicable rules and regulations thereunder) of any Plansuch Purchaser; (hi) the Owner Participant is purchasing Properties and the Beneficial Interest Trust Estate are free and clear of all Lessor Liens attributable to be it and Remainderman Liens; (j) it has acquired by it its beneficial interest in the Trust and the Trust Estate for its own account for investment and not with no a present intention view to any distribution (as such term is used in Section 2(11) of distributing such Beneficial Interest or any part thereof in any manner which would require registration under the Securities Act) thereof, but without prejudiceand if in the future it should decide to dispose of its interest in the Trust and the Trust Estate, it understands that it may do so only in compliance with the Securities Act and the rules and regulations of the SEC thereunder and any applicable state securities laws; provided, however, subject to the right provisions of Article VII hereof and the Trust Agreement, the disposition of the Owner Participant Participant's interest in the Trust or the Trust Estate shall be at all times to sell in the Owner Participant's control. Except as contemplated by the Operative Documents, it has not directly or otherwise dispose of all indirectly offered any interest in the Properties, the Trust Estate, the Lease, the Note, the Lessor or any part of such Beneficial Interest under a registration statement under the Securities Act or under an exemption from such registration available under such Act; and (i) no Event of Loss similar securities of the type referred Lessee or the Lessor for sale to, or solicited any offer to in clause (iv) or (vi) acquire any of the definition of Event of Loss same from, any Person, nor has occurred or is continuing.it authorized any Person to act on its behalf to take any such action;

Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants that, as of the Closing Datedate hereof: (a) the Owner Participant is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware America and has the corporate power and authority to enter into and perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement Loan Refinancing Documents and the Operating Agency Agreementother Operative Documents to which it is a party; (b) this Agreement, the Trust Agreement Loan Refinancing Documents and the Tax Indemnity Agreement other Operative Documents to which it is a party have been duly authorized, executed and delivered by the Owner Participant and assuming the due authorization, execution and delivery by each other party thereto, constitute the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity; (c) the execution and delivery by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement Loan Refinancing Documents and the Operating Agency Agreementother Operative Documents to which it is a party, the consummation by the Owner Participant of the transactions contemplated hereby and thereby, and compliance by the Owner Participant with the terms and provisions hereof and thereof, do not and will not contravene any federal or Delaware state Applicable Law binding on the Owner Participant, or its articles of incorporation or by-laws, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than any Lien created under any Loan Refinancing Document or any other Operative Document) upon the Trust Estate under any indenture, mortgage or other material contract, agreement or instrument to which the Owner Participant is a party or by which the Owner Participant or its property is bound (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 1 or the Clover Real Estate); (d) no authorization or approval or other action by, and no notice to or filing with, any federal or Delaware state Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement Loan Refinancing Documents or the Operating Agency Agreementother Operative Documents to which it is a party, other than any authorization or approval or other action or notice or filing as has been duly obtained, taken or given other than the filing of the Form U-7D with the Securities and Exchange Commission within 30 days after the Closing Date (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 1 or the Clover Real Estate); (e) there is no pending or, to the knowledge of the Owner Participant, threatened action, suit, investigation or proceeding proceedings against the Owner Participant before any Governmental Entity which, if determined adversely to it, would materially adversely affect the Owner Participant's ability to perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement Loan Refinancing Documents or the Operating Agency Agreement;other Operative Documents to which it is a party; and (f) the Trust Estate is free of any Owner Participant's Liens; (g) no part of the funds to be used by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets (within the meaning of ERISA and any applicable rules and regulations thereunder) of any Plan; (h) the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would require registration under the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest under a registration statement under the Securities Act or under an exemption from such registration available under such Act; and (i) no Event of Loss of the type referred to in clause (iv) or (vi) of the definition of Event of Loss has occurred or is continuing.

Representations and Warranties of the Owner Participant. The Owner Participant hereby represents and warrants that, as of that on the Closing Date: (a) the Owner Participant It is a corporation limited companycorporation duly organized, validly existing and in good standing under the laws of the Belgiumthe State of Delaware Ohio, and has the full corporate power power, authority and authority legal right under the laws of such jurisdiction to conduct its business as presently conducted and to own its properties or hold such properties under lease and to enter into and perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement and each of the Operating Agency Agreement;other Operative Documents to which it is or will be a party. (b) this Agreement, the Trust Agreement and the Tax Indemnity Agreement have been It has duly authorized, executed and delivered by this Agreement and duly authorized each of the Owner Participant other Operative Documents to which it is or will be a party and, on the Closing Date, it will have duly executed and delivered each such other Operative Document, and assuming the due authorization, execution and delivery by each of the other party theretoparties thereto and that each of this Agreement and such other Operative Documents is the legal, constitute valid, binding and enforceable obligation of such other parties, each of this Agreement and such other Operative Documents constitutes (or will, when executed and delivered by the Owner Participant, constitute) a legal, valid and binding obligations obligation of the Owner Participant, enforceable against the Owner Participant in accordance with their respective its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity;. (c) the execution The execution, delivery and delivery performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement and each of the Operating Agency Agreement, other Operative Documents to which it is or will be a party are not in violation of its incorporation documents or bylaws or of any Applicable Law (provided that no representation or warranty is made as to any Applicable Law to the consummation by extent the Owner Participant may be subject thereto as a result of the transactions activities of the LesseeAuthority, the State or the User or any Applicable Law applicable to the Facility (other than any law related to the Owner Participant’s ability to make its investment with respect to the Facility as contemplated hereby and therebyherein) or the operation thereof), and compliance by do not require any stockholder approval or approval or consent of any trustee or holder of any indebtedness or obligations of the Owner Participant with the terms and provisions hereof and thereof, do not and will not contravene any federal or Delaware Applicable Law binding on the Owner Participant, or its articles of incorporation or by-laws, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than any Lien created under any Operative Document) upon the Trust Estate under any material indenture, mortgage agreement, long-term lease, license or other material contract, agreement or instrument to which the Owner Participant is a party or by which it or any of its properties may be bound or affected. (d) Neither the execution and delivery by the Owner Participant of this Agreement and each of the other Operative Documents to which it is or will be a party, nor the consummation by the Owner Participant of any of the transactions contemplated hereby or thereby, nor the performance by the Owner Participant of any of its property is bound obligations hereunder or thereunder require the Owner Participant to obtain the consent or approval of, give notice to, register with, or take any other action in respect of, any Governmental Authority, or register with or take any other action with respect to, any Applicable Law (it being understood provided that no representation or warranty is being made as to any Applicable Laws relating Law to Clover Unit 2 or the Clover Real Estate); (d) no authorization or approval or other action by, and no notice to or filing with, any federal or Delaware Governmental Entity is required for the due execution, delivery or performance by extent the Owner Participant may be subject thereto as a result of this Agreementthe activities of the LesseeAuthority, the Trust Agreement, the Tax Indemnity Agreement State or the Operating Agency Agreement, User or any Applicable Law applicable to the Facility (other than any authorization or approval or other action or notice or filing law related to the Owner Participant’s ability to make its investment with respect to the Facility as has been duly obtained, taken or given other than the filing of the Form U-7D with the Securities and Exchange Commission within 30 days after the Closing Date (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 contemplated herein) or the Clover Real Estateoperation thereof);. (e) there is The Facility, the Head Lease Interest and the Trust Estate are free of Lessor’s Liens attributable to the Owner Participant. (f) There are no pending or, to the knowledge of the Owner Participant, threatened actionactions, suit, investigation suits or proceeding proceedings (whether or not purportedly on behalf of the Owner Participant) against or affecting the Owner Participant or any of its property before or by any Governmental Entity court or administrative agency in respect of the Operative Documents to which it is a party or the transactions contemplated thereby or which, if determined adversely to itdetermined, would will materially adversely affect the financial condition, business or operations of the Owner Participant's Participant or the ability of the Owner Participant to perform its obligations under this Agreement, Agreement and each of the Trust Agreement, the Tax Indemnity Agreement other Operative Documents to which it is or the Operating Agency Agreement; (f) the Trust Estate is free of any Owner Participant's Liens;will become a party. (g) no Neither the Owner Participant nor any Person acting on its behalf has offered any interest in the Facility, the Loan Certificates, the Trust Estate or the Collateral for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated in respect of any thereof with, any Person or Persons whomsoever other than ten (10) other institutional investors. No representation or warranty contained in this Section 6(g) shall include or cover any action of Allco Finance Corporation or any of its Affiliates whether or not purportedly on behalf of the Owner Participant. (h) No part of the funds to be used by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets (within acquire the meaning of ERISA and any applicable rules and regulations thereunder) of any Plan; (h) the Owner Participant is purchasing the Beneficial Interest interests to be acquired by it for its own under this Agreement constitute assets of any Plan subject to Part 4 of Subtitle B of Title I of ERISA or a plan or individual retirement account with subject to Section 4975 of the Code, provided that no present intention of distributing such Beneficial Interest or any part thereof in any manner which would require registration under the Securities Act, but without prejudice, however, representation is made as to the right source of the Owner Participant at all times funds used to sell or otherwise dispose of all or any part of such Beneficial Interest under a registration statement under purchase the Securities Act or under an exemption from such registration available under such Act; and (i) no Event of Loss of the type referred to in clause (iv) or (vi) of the definition of Event of Loss has occurred or is continuingLoan Certificates.

Representations and Warranties of the Owner Participant. The Owner Participant represents and warrants to each of the Trustees and the Lessee that, as of the Closing Datedate hereof: (a) the Owner Participant is a corporation [__________________] duly organized, validly existing and in good standing under the laws of the State of Delaware [_________] and has the full corporate power and authority to enter into carry on its business as now conducted; (b) the Owner Participant has the requisite power and authority to execute, deliver and perform its obligations under this Agreementthe Owner Participant Agreements, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreementexecution, delivery and performance thereof do not and will not contravene any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on the Owner Participant or any of its properties, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than such as are created by the Operative Agreements) upon the Equipment under, its [___________] or [___________] or any indenture, mortgage, contract or other agreement or instrument to which the Owner Participant is a party or by which it or any of its properties may be bound or affected; (bc) this Agreement, the Trust Agreement and the Tax Indemnity Agreement Owner Participant Agreements have been duly authorizedauthorized by all necessary actions on the part of the Owner Participant, do not require any approval not already obtained of the members of the Owner Participant or any approval or consent not already obtained of any trustee or holders of indebtedness or obligations of the Owner Participant, have been, or on or before the Closing Date will be, duly executed and delivered by the Owner Participant and (assuming the due authorization, execution and delivery by each other party thereto) constitute, constitute or will constitute, the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as the same enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally and by general principles of equity; (c) the execution and delivery by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreement, the consummation by the Owner Participant of the transactions contemplated hereby and thereby, and compliance by the Owner Participant with the terms and provisions hereof and thereof, do not and will not contravene any federal or Delaware Applicable Law binding on the Owner Participant, or its articles of incorporation or by-laws, or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than any Lien created under any Operative Document) upon the Trust Estate under any indenture, mortgage or other material contract, agreement or instrument to which the Owner Participant is a party or by which the Owner Participant or its property is bound (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estate); (d) no authorization or approval or other action by, and no notice to or filing with, any federal governmental authority or Delaware Governmental Entity regulatory body is required for the due execution, delivery or performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency this Agreement, other than any authorization or approval or other action or notice or filing as has been duly obtained, taken or given other than the filing of the Form U-7D with the Securities and Exchange Commission within 30 days after the Closing Date (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estate); (e) the Trust Estate is free and clear of any Lessor's Lien attributable to the Owner Participant; (f) there is are no pending or, to the knowledge of the Owner Participant's knowledge, threatened action, suit, investigation actions or proceeding proceedings against the Owner Participant before any Governmental Entity which, if determined adversely to it, court or administrative agency which would materially adversely affect the Owner Participant's ability to perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency this Agreement; (f) the Trust Estate is free of any Owner Participant's Liens; (g) no part as of the funds to be used by the Owner Participant to make its investment pursuant to this AgreementClosing Date, directly or indirectly, constitutes or is deemed to constitute assets (within the meaning of ERISA and any applicable rules and regulations thereunder) of any Plan; (h) the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would require registration under violate the Securities ActAct of 1933, as amended, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest under a registration statement in compliance with the Securities Act of 1933, as amended; provided, however, that subject to the provisions of Section 6.1, the disposition of the Beneficial Interest shall at all times be within the Owner Participant's control. The Owner Participant acknowledges that its Beneficial Interest has not been registered under the Securities Act of 1933, as amended, and that neither the Owner Trustee nor the Lessee contemplates filing, or under an exemption from is legally required to file, any such registration available under statement; (h) with respect to the source of the amount to be invested by the Owner Participant pursuant to Section 2.2, no part of such Actamount constitutes assets of any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code; and (i) no Event broker's or finder's or placement fee or commission will be payable with respect to the transactions contemplated by the Operative Agreements as a result of Loss any action by the Owner Participant, and the Owner Participant agrees that it will hold GATC, the Lessee, the Indenture Trustee, the Loan Participant and Lessor harmless from any claim, demand or liability for broker's or finder's or placement fees or commission alleged to have been incurred as a result of any action by the type referred to Owner Participant in clause (iv) or (vi) of the definition of Event of Loss has occurred or is continuingconnection with this transaction.

Representations and Warranties of the Owner Participant. The Owner Participant represents hereby makes the following representations and warrants that, as of warranties on which the Closing DatePurchaser relies in purchasing the Bonds in accordance with this Agreement: (a) the The Owner Participant has been duly organized and is a corporation duly organized, validly existing and as a limited partnership in good standing under the laws of the State of Delaware and has the corporate with full power and authority to enter into own its properties and to conduct its business as such properties are presently owned and such business is presently or proposed to be conducted. (b) The Owner Participant has full power and authority to execute and deliver this Agreement and the other Company Financing Documents to which it is a party and to perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreement; (b) this Agreement, the Trust Agreement such other Company Financing Documents; and the Tax Indemnity Agreement have been duly authorizedexecution, executed delivery and delivered performance by the Owner Participant of the Company Financing Documents to which it is a party are authorized by the Owner Participant's Partnership Agreement or have been duly authorized by the Owner Participant by all necessary partnership action. (c) The Company Financing Documents to which the Owner Participant is a party have been duly executed by, and assuming the due authorization, execution and delivery by each other party thereto, constitute the legal, valid and binding obligations of of, the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as the same enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancetransfers, reorganization, arrangement, moratorium reorganization or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally and by general principles of equity;generally. (cd) The Owner Participant is duly qualified to do business in each jurisdiction in which the execution conduct of its business or the ownership of its properties would require such qualification. (e) The Owner Participant was formed pursuant to the Partnership Agreement for the sole purpose of consummating the transactions contemplated by the Company Financing Documents. The Owner Participant has no Indebtedness and has conducted no business whatsoever since its formation other than business incidental to its organization and to its execution, delivery and performance of the Company Financing Documents. The Owner Participant has entered into no contracts or agreements, arrangements or understandings (whether written or oral) other than the Company Financing Documents, has no liabilities, contingent, fixed, mature, liquidated or otherwise, other than such as may arise in connection with the transactions contemplated by the Company Financing Documents. The Owner Participant has no assets other than contractual rights under the Company Financing Documents, including the Trust Estate. The Partnership Agreement sets forth the capital structure of the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement and the Operating Agency Agreementrelative interests of the General Partner and the Limited Partners. (f) No consent, approval or authorization of, or declaration, registration or filing with, or payment to, any governmental body or any non- governmental Person is required to be obtained or made in connection with the consummation execution, delivery and performance by the Owner Participant of the Company Financing Documents or the transactions contemplated hereby and thereby, and compliance by or as a condition to the legality, validity or enforceability of the Owner Participant Participant's obligations under the Company Financing Documents, or the offer, issue, sale or delivery of the Bonds to the Purchaser of the fulfillment of or compliance with the terms and provisions hereof of the Company Financing Documents, except for the recording of the Mortgages, filing of forms UCC-1 and thereof, do not and will not contravene any federal or Delaware Applicable Law binding on the Owner Participant, or its articles payment of incorporation or by-laws, or contravene the provisions of, or constitute a default under, or result nominal filing fees in the creation appropriate offices. (g) The Owner Participant is not an "investment company" within the meaning of any Lien (other than any Lien created under any Operative Document) upon the Trust Estate under any indentureInvestment Company Act of 1940, mortgage or other material contractas amended, agreement or instrument to which and the Owner Participant is a party not directly or indirectly controlled by which the an investment company. The Owner Participant is not a "holding company" or its property is bound (it being understood that no representation a "subsidiary" or warranty is being made as to any Applicable Laws relating to Clover Unit 2 an "affiliate" of a "holding company" or the Clover Real Estate); (d) no authorization or approval or other action by, and no notice to or filing with, any federal or Delaware Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency Agreement, other than any authorization or approval or other action or notice or filing as has been duly obtained, taken or given other than the filing of the Form U-7D with the Securities and Exchange Commission within 30 days after the Closing Date (it being understood that no representation or warranty is being made as to any Applicable Laws relating to Clover Unit 2 or the Clover Real Estate); (e) there is no pending or, to the knowledge of the Owner Participant, threatened action, suit, investigation or proceeding against the Owner Participant before any Governmental Entity which, if determined adversely to it, would materially adversely affect the Owner Participant's ability to perform its obligations under this Agreement, the Trust Agreement, the Tax Indemnity Agreement or the Operating Agency Agreement; (f) the Trust Estate is free of any Owner Participant's Liens; (g) no part of the funds to be used by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets (a "public utility" within the meaning of ERISA and any applicable rules and regulations thereunder) the Public Utility Holding Company Act of any Plan; (h) the Owner Participant is purchasing the Beneficial Interest to be acquired by it for its own account with no present intention of distributing such Beneficial Interest or any part thereof in any manner which would require registration under the Securities Act1935, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Beneficial Interest under a registration statement under the Securities Act or under an exemption from such registration available under such Act; and (i) no Event of Loss of the type referred to in clause (iv) or (vi) of the definition of Event of Loss has occurred or is continuingas amended.