Common use of Representations, Warranties and Covenants of Assignor Clause in Contracts

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and covenants to Assignee that: (a) the above premises are true and complete; (b) Assignor is duly organized and validly existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignor, (ii) do not contravene the terms of Assignor’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor; (d) This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity); (e) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor; (g) the full amount of the Assigned Debt is due and owing by Debtor to Assignor; and (h) Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered right, title and interest in and to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Agreement.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and covenants to Assignee thatCollateral Agent: (ai) That the above premises are copy of the Leases attached hereto as Exhibit A --------- is a true and complete; (b) Assignor is duly organized and validly existing under correct copy thereof as in effect on the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignordate hereof, (ii) do not contravene that Assignor is the terms sole owner of Assignor’s organizational documentsthe entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or any amendment thereofin connection with, the Credit Agreement, (iii) do not materially violateeach Lease is valid and enforceable, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor subject to the knowledge effect of Assignor; (d) This Agreement has been duly executed this Assignment and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or transferamended in any manner, moratorium or similar laws affecting except as shown on Exhibit A, (iv) to Assignor's knowledge, --------- neither Assignor nor the enforcement Lessor under any Lease is in default under such Lease nor, to the knowledge of creditors’ rights generally or by equitable principles relating Assignor, has any event occurred (other than pursuant to enforceability (regardless of whether considered in a proceeding at law or in equity); (ethis Assignment) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection which with the transactions contemplated hereby based on passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any agreementLease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, arrangement or understanding with Assignor permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any action taken by Assignor; (g) the full amount part of the Assigned Debt is due Premises, (iii) other than upon the expiration of the term of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and owing (iv) to use reasonable efforts to enforce the performance by Debtor to Assignor; andthe Lessor under each Lease of all of such Lessor's obligations under such Lease. (h) c. Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered execute, deliver and perform its obligations under this Assignment. d. Upon receipt of a written landlord's consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms. e. Assignor agrees that Collateral Agent shall have the right, title and interest in and to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part exercisable at any time without prejudice that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its rights in respect obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any other breach or all of the same or any other representation or warranty or covenant. Any representations, warranties Leases that the Assignor has executed and covenants contained in Article 2 will survive delivered this Assignment to the signing of this AgreementCollateral Agent.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor ----------------------------------------------------- represents, warrants and covenants to Assignee thatCollateral Agent: (ai) That Schedule A attached hereto contains a complete list as of ---------- the above premises are true and complete; (b) Assignor is duly organized and validly existing under the laws date hereof of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of AssignorLeases, (ii) do not contravene that Assignor is the terms sole owner of Assignor’s organizational documentsthe entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or any amendment thereofin connection with, the Credit Agreement, (iii) do not materially violateeach Lease is valid and enforceable, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor subject to the knowledge effect of Assignor; (d) This Agreement has been duly executed this Assignment and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or transferamended in any manner, moratorium or similar laws affecting except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the enforcement Lessor under --------- any Lease is in default under such Lease nor, to the knowledge of creditors’ rights generally or by equitable principles relating Assignor, has any event occurred (other than pursuant to enforceability (regardless of whether considered in a proceeding at law or in equity); (ethis Assignment) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection which with the transactions contemplated hereby based on passage of time or the giving of notice would constitute a default under such Lease and (v) no rent reserved in any agreementLease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (i) to observe and perform all material obligations imposed upon Assignor as the lessee under each Lease and not to do, arrangement or understanding with Assignor permit to be done, anything to materially impair Assignor's rights thereunder; (ii) not to assign Assignor's interest under any Lease or sublet all or any action taken by Assignor; (g) the full amount part of the Assigned Debt is due Premises, (iii) other than upon the expiration of the terms of the respective Leases in accordance with their terms, not alter, modify or change the terms of any Lease in any material respect, or cancel or terminate any Lease, or surrender possession of the Premises, or any part thereof, without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and owing (iv) to use reasonable efforts to enforce the performance by Debtor to Assignor; andthe Lessor under each Lease of all of such Lessor's obligations under such Lease. (h) c. Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered execute, deliver and perform its obligations under this Assignment. d. In the event that Assignor receives a written landlord consent from the Lessors under the Leases, this Assignment shall be a legal, valid and binding obligation of Assignor, enforceable in accordance with its terms with respect to those Leases. e. Assignor agrees that Collateral Agent shall have the right, title and interest in and to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part exercisable at any time without prejudice that the Collateral Agent believes in its commercially reasonable business judgment, that there is a substantial risk that the Assignor will not be able to perform its rights in respect obligations under the Credit Agreement and the other Credit Documents, to notify the Lessor under any other breach or all of the same or any other representation or warranty or covenant. Any representations, warranties Leases that the Assignor has executed and covenants contained in Article 2 will survive delivered this Assignment to the signing of this AgreementCollateral Agent.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and covenants to Assignee thatCollateral Agent: (ai) the above premises are true and complete; (b) Assignor is duly organized and validly existing under the laws That Exhibit A attached hereto contains a complete list as of the jurisdiction date hereof of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of AssignorLeases, (ii) do not contravene that Assignor is the terms sole owner of Assignor’s organizational documentsthe entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or any amendment thereofin connection with, the Credit Agreement, (iii) do except as could not materially violatereasonably be expected to, conflict with individually or result in any material breach or contravention ofthe aggregate, or the creation of any lien underhave a Material Adverse Effect each Lease is valid and enforceable, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor subject to the knowledge effect of Assignor; (d) This Agreement has been duly executed this Assignment and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or transferamended in any manner, moratorium except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or similar laws affecting the enforcement giving of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in notice would constitute a proceeding at law default under such Lease other than such defaults which, individually or in equity);the aggregate, could not reasonably be expected to have a Material Adverse Effect and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (ei) to observe and perform all material obligations imposed upon Assignor is an “Accredited Investor” within as the meaning of Rule 501 of Regulation D lessee under the Securities Acteach Lease and not to do, as presently or permit to be done, anything to materially impair Assignor's rights thereunder, (ii) except in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection accordance with the transactions contemplated hereby based on provisions of the Credit Agreement, not to assign Assignor's interest under any agreement, arrangement Lease or understanding with Assignor sublet all or any action taken by Assignor; (g) the full amount part of the Assigned Debt is due Premises, (iii) not alter, modify or change the terms of any Lease in any way adverse in any material respect, or cancel or terminate any Lease unless it would be commercially reasonable in light of the Business to terminate such Lease, or surrender possession of the Premises, or any part thereof other than upon the expiration of the terms of the respective Leases, cancellation or termination in accordance with their terms or otherwise in accordance with this clause (iii), without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and owing (iv) to use reasonable efforts to enforce the performance by Debtor to Assignor; and (h) Assignor now has a lawful rightthe Lessor under each Lease of all of such Lessor's obligations under such Lease, full power and absolute authority to assign its/an unencumbered right, title and interest in and to each case except for such obligations the Assigned Debt non-performance of which could not individually or in the manner setout in Article 1 hereofaggregate, according reasonably be expected to the true intent and meaning of this Agreementhave a Material Adverse Effect. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Agreement.

Representations, Warranties and Covenants of Assignor. 2.1 Subject to Section 3(b) hereof, Assignor representsrepresents and warrants to, warrants and covenants to with, Assignee thatas follows: (a) Assignor is a member of the above premises are true Company, and complete;as such member owns interests in the Company equal to 50% of the total ownership interests in the Company. Assignor's Interests in the Company entitle Assignor to 50% of the governance rights of the Company and to collect and receive 50% of the profits, income and distributions from the Company when and as distributed in accordance with the provisions of the Operating Agreement. (b) Assignor is duly organized and validly existing under the laws of the jurisdiction of its formationhas full right, and has the requisite power and authority to enter into assign and transfer to Assignee the Assignor's Interests, free and clear of all liens, claims or encumbrances of any kind whatever, and this Assignment is effective to do so. The execution and delivery of this Assignment and the performance and observance of the obligations of Assignor hereunder will not violate the provisions of the articles of organization of the Company, the Operating Agreement and perform its obligations hereunder and each or any other document contemplated hereby agreement of any kind to which Assignor is or will be a party and to consummate or by the transactions contemplated hereby and thereby;terms of which Assignor is bound. (c) The execution, delivery and performance by Assignor Neither the consent of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or other members of Assignor, (ii) do not contravene the terms of Assignor’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation Company nor that of any lien under, any contractual obligation other person or entity is required to effect the assignment of Assignor or any requirement of law applicable to the Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor;'s Interests as herein provided. (d) This Agreement Assignor has been duly executed delivered to Assignee true and delivered by Assignor correct copies of the articles of organization of the Company and constitutes the legalOperating Agreement, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting amended to the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity);date hereof. (e) So long as this Assignment remains in effect and so long as any indebtedness or other obligations secured hereby remain unpaid, Assignor is an “Accredited Investor” within will not, without Assignee's prior written consent, terminate, sell, assign, convey or otherwise transfer to any other person, firm or entity any interest in the meaning of Rule 501 of Regulation D under the Securities Act, as Company presently in effect;owned by Assignor. (f) There are no brokerage commissionsSo long as this Assignment remains in effect and so long as any indebtedness or other obligations secured hereby remain unpaid, finder’s fees or similar fees or commissions payable by any party in connection with Assignor will cause the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor;Company to continue to be a limited liability company. (g) There are currently no contribution obligations of Assignor to the full amount of the Assigned Debt is due and owing by Debtor to Assignor; andCompany. (h) Assignor now has a lawful rightwill deliver to Assignee copies of all notices of any meetings of members, full power and absolute authority along with any proxy statements or other associated correspondence given to assign its/an unencumbered right, title and interest in and Assignor by the Company. (i) Assignor will give Assignee at least fifteen (15) days' prior written notice of any proposed amendment to the Assigned Debt in Operating Agreement, and Assignor will not, without the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit prior written consent of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect consent to any other breach of such amendment if such amendment could have an adverse effect on the same Assignor's Interests or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this AgreementAssignee's security interest therein.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, covenants and warrants and covenants to Assignee Agent that: (a) the above premises are Assignor has furnished Agent with true and completecorrect copies of the articles of organization and operating agreement of TES together with all amendments thereto; (b) This Agreement and the assignment of the LLC Interest given herein does not violate the terms of TES’s articles of organization and operating agreement or any Material Agreement to which TES or Assignor is duly organized and validly existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate have been authorized by the transactions contemplated hereby and therebymembers of TES; (c) The executionUnless an Event of Default shall have occurred, delivery Assignor shall be entitled to exercise (but only in a manner consistent with the terms hereof) the voting, consent and performance other rights and remedies of Assignor with respect to TES, provided, however, that no action shall be taken or failed to be taken by Assignor which could reasonably be expected to (i) directly or indirectly authorize or permit the dissolution, liquidation or sale of TES or the sale, lease, assignment, transfer or other disposition of any of the assets of TES; (ii) have the result of materially and adversely affecting any of the rights of Agent under this Agreement or the Loan Documents; (iii) violate the terms of this Agreement and or the transactions contemplated hereby Loan Documents; (iiv) have been duly authorized the effect of impairing the validity or priority of the security interests created hereunder in favor of Agent in any manner whatsoever; or (v) cause an Event of Default. Notwithstanding anything herein to the contrary, in no event shall Agent have any of the obligations or liabilities of Assignor with respect to TES by virtue of this Agreement or the exercise of its rights hereunder, and Assignor hereby covenants and agrees to hold harmless Agent from and against any and all necessary officersliability, managers loss or members damage which Agent may suffer by reason of its security interest in the LLC Interest, except to the extent cause by Agent’s gross negligence or willful misconduct. If Agent becomes a substituted member of TES in place of Assignor, (ii) do Agent shall not contravene be liable for any of the terms of Assignor’s organizational documents, obligations or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation liabilities of Assignor or any requirement of law applicable with respect to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor TES unless expressly agreed to the knowledge of Assignorin writing by Agent; (d) This Agreement Assignor has been duly executed not previously and delivered by Assignor will not further assign, transfer or encumber the interests hereby assigned to Agent and constitutes the legal, valid any such purported assignment shall be void and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)no effect; (e) Upon the occurrence of an Event of Default, Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Actauthorizes Agent, as presently in effect; (f) There are no brokerage commissionsat its option, finder’s fees to collect any amount or similar fees or commissions payable thing assigned by this Agreement and upon notification to TES, all such payments shall be made directly to Agent. Assignor authorizes Agent to endorse and receipt for any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor; (g) the full amount of the Assigned Debt is due and owing by Debtor to Assignor; and (h) Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered right, title and interest in such payments and to the Assigned Debt in the manner setout in Article 1 hereof, according apply same to the true intent Obligations and, in furtherance thereof, Assignor appoints and meaning of this Agreement. 2.2 The representations, warranties designates Agent as Assignor’s irrevocable attorney-in-fact to endorse and covenants contained in Section 2.1 are provided receipt for the exclusive benefit of Assignee, its affiliates checks and agents to collect any and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties all amounts and covenants contained in Article 2 will survive the signing of this Agreement.things assigned hereby; (

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and covenants to Assignee that: (a) the above premises are true and complete; (b) Assignor is duly organized and validly existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignor, (ii) do not contravene the terms of Assignor’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor; (d) This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity); (e) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor; (g) the full amount of the Assigned Debt is due and owing by Debtor to Assignor; and (h) Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered right, title and interest in and to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents Assignee and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Agreement.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents(a) Assignor, warrants as of the date of the Closing, does hereby represent and covenants warrant to Assignee thatand Operating Assignee as follows: (ai) Assignor has complete and unrestricted power and authority to sell, assign, and transfer all its right, title and interest in the above premises are true Lease as contemplated by this Assignment and complete;Assumption Agreement, and such sale, assignment and transfer does not and will not require the consent or approval of any third party or government entity, except for the prior written consent of the Port Authority, which written consent is set forth in the Acknowledgment, Consent and Estoppel Certificate (the "Consent") attached hereto as Exhibit 1 and incorporated herein by reference. (bii) Neither the execution and delivery of this Assignment and Assumption Agreement nor compliance with the terms hereof on the part of Assignor will violate the Articles of Incorporation or Bylaws, or the Certificate of Limited Partnership or Partnership Agreement, as the case may be, of Assignor, breach any governmental law, statute or regulation, or conflict with or result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which Assignor is a party or by which it is or may be bound, or constitute a default thereunder, or result in the creation or imposition of any lien, claim, charge, or encumbrance. Except as set forth in SCHEDULE C attached hereto and incorporated herein by this reference, Assignor has no knowledge of any fact or condition regarding or involving the Demised Premises (as defined in the Lease) or any of Assignor's duties and obligations under the Lease that constitute a violation or breach of any law, statute, ordinance, regulation, order, contract or other agreement including, without limitation, environmental laws and regulations. (iii) Assignor is duly organized and validly existing under the laws of the jurisdiction of its formation, and has the requisite all necessary corporate power and authority to enter into this Agreement Assignment and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignor, (ii) do not contravene the terms of Assignor’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to AssignorAssumption Agreement, and has taken all corporate action necessary to make this Assignment and Assumption Agreement enforceable upon Assignor in accordance with its terms. (iv) do A true, correct and complete copy of the Lease, and all amendments thereto, are attached hereto as SCHEDULE A. The Lease has not materially violate any orders of any governmental authority againstbeen amended or modified, except as set forth on SCHEDULE A attached hereto and incorporated herein by this reference. The Lease, as amended or binding uponmodified, Assignor to the knowledge of Assignor; (d) This Agreement has been duly executed is in full force and delivered by Assignor effect and constitutes the legal, valid and binding obligations obligation of Assignor, all of the parties thereto and is enforceable against Assignor in accordance with its terms. (v) Except as set forth in SCHEDULE D attached hereto and incorporated herein by this reference, except no event has occurred and no condition exists that, with the giving of notice or the lapse of time or both, could constitute a default by Assignor under the Lease or, to Assignor's best knowledge after due and diligent inquiry, by the Port Authority. Assignor has no present intention to bring an action or otherwise attempt to enforce any alleged nonperformance or breach of any provision of the Lease. Except as enforceability may be limited set forth in SCHEDULE E attached hereto and incorporated herein by applicable bankruptcythis reference, insolvency, reorganization, fraudulent conveyance Assignor has no existing defenses or transfer, moratorium or similar laws affecting offsets against the enforcement of creditors’ the Lease by the Port Authority, and knows of no other parties who are not signatories to the Lease who possess or may assert rights generally under or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity); (e) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreementLease. (vi) Except as set forth in SCHEDULE F attached hereto and incorporated herein by this reference, arrangement the Lease and the Development Agreement dated as of March 12, 1993 by and between the Port Authority and HHC (the "Development ------------ Agreement"),as thereafter amended, are the only agreements, written or understanding with oral, ------- entered into between the Port Authority and Assignor. (b) Assignor covenants and agrees as follows: (i) Assignor has not and will not assign the whole or any action taken by Assignor; (g) the full amount part of the Assigned Debt is due and owing by Debtor to Assignor; and (h) Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered its right, title and interest hereby assigned to any person other than Assignee. (ii) Assignor shall forthwith notify Assignee and Operating Assignee in and writing of any default (or any event or occurrence that, but for the giving of notice or the passage of time, or both, would constitute a default) under the Lease of which it has knowledge or any assertion made to Assignor by any other party to the Assigned Debt Lease that circumstances have arisen that may pen-nit or result in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach the cancellation of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this AgreementLease.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and represents to, and covenants with, Assignee and the Company that, as of the date hereof: a. Attached hereto as Attachment 2 is a true and accurate copy of the Underlying Agreement, and attached hereto as Attachment 3 is a true and accurate copy of the 2006 AAR Agreement, which agreements are in full force and effect as of the date hereof and the respective provisions of which have not been waived, amended or modified in any respect (other than the modifications of the Underlying Agreement contained in the 2006 AAR Agreement), nor has any notice of termination been given thereunder; b. Assignor was the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Agreements as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee that: (a) as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignor's interests, rights and obligations under the above premises are true Agreements as they relate to the Assigned Loans, free and completeclear of any and all liens, claims and encumbrances; c. Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Company with respect to the Assigned Loans or the Agreements; d. Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modifications of, the Agreements (b) other than the modifications of the Underlying Agreement contained in the 2006 AAR Agreement). Assignor has no knowledge of, and has not received notice of, any waivers under or any amendments or other modifications of, or assignment of rights or obligations under the Agreements; e. Assignor is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has the all requisite power and authority to enter into this Agreement acquire, own and sell the Assigned Loans; f. Assignor has full power and authority to execute, deliver and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party under this AAR Agreement and to consummate the transactions set forth herein. The consummation of the transactions contemplated hereby by this AAR Agreement is in the ordinary course of Assignor's business and thereby; (c) will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor 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 Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby (i) hereby, have been duly authorized by all necessary officers, managers or members action on the part of Assignor, (ii) do not contravene the terms of Assignor’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor; (d) . This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and constitutes delivery by Assignee and the legalCompany, will constitute the valid and legally binding obligations obligation of Assignor, Assignor enforceable against Assignor in accordance with its terms, terms except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally now or by equitable principles hereafter in effect relating to enforceability (creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law or in equity)law; (e) g. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby based hereby. Neither Assignor nor anyone acting on any agreementits behalf has offered, arrangement transferred, pledged, sold or understanding with Assignor or any action taken by Assignor; (g) the full amount otherwise disposed of the Assigned Debt is due Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans, or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans, with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or that would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; h. Assignor has received from the Company, and owing has delivered to Assignee, all documents required to be delivered to Assignor by Debtor the Company prior to Assignorthe date hereof pursuant to Section 7.01 of the Underlying Agreement with respect to the Assigned Loans; and i. Assignor hereby affirms, as of the date hereof, each of the Representations and Warranties Regarding Individual Mortgage Loans contained in Section 3.02 of the Underlying Agreement (hor, in the case of the loan previously serviced pursuant to the 2005 Underlying Agreement, Section 3.02 of the 2005 Underlying Agreement) Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered right, title and interest in and insofar as they relate to the Assigned Debt Loans as if such representations and warranties were set out in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Agreement.full herein

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants warrants, and covenants to the Assignee that: (a) The Assigned Agreement has been duly authorized by all parties thereto, has not been amended or modified since the above premises are true date thereof, is in full force and completeeffect, is enforceable by the parties thereto, and will be enforceable by the Assignee in accordance with its terms; (b) Assignor is duly organized and validly existing under owns the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Assigned Agreement and perform its obligations all rights thereunder free and clear of any assignment, security interest, lien, charge, or encumbrance except for the security interest created hereunder and each other document contemplated hereby as otherwise permitted pursuant to which Assignor is or will be a party and to consummate the transactions contemplated hereby and therebyIntercreditor Agreement; (c) The execution, delivery and performance by Assignor of this There are no defaults under the Assigned Agreement and on the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignor, (ii) do not contravene the terms of Assignor’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation part of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignorparties thereto; (d) This All payments due to Assignor under the Assigned Agreement has been duly executed are free from all claims, defenses, and delivered by Assignor and constitutes the legal, valid and binding obligations setoffs of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity)every kind whatsoever; (e) Assignor There is an “Accredited Investor” within no financing statement on file covering the meaning Assigned Agreement or other Cuba Business Collateral except for any financing statement in favor of Rule 501 of Regulation D under the Securities ActAssignee, and except as presently in effectotherwise permitted pursuant to the Intercreditor Agreement; (f) There are no brokerage commissionsUpon the filing of a financing statement by the Assignee, finder’s fees or similar fees or commissions payable by any party the assignment hereunder will create a valid and perfected first priority security interest in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by AssignorAssigned Agreement and the other Cuba Business Collateral; (g) the full amount Assignor is not prohibited by its charter or bylaws, any law, rule, or regulation, or any agreement with any other person, or any judgment or decree, from executing and delivering this assignment of the Assigned Debt Agreement or other Cuba Business Collateral, performing each and every covenant of the Assignor hereunder and in the Assigned Agreement, and meeting each and every condition of this assignment; (h) No authorization, approval, or other action is due required or necessary in connection with this assignment by any other person, including but not limited to any governmental authority or regulatory body; (i) The principal place of business and owing chief executive office of Assignor is 3000 Xxxxxxx Xxxx, 4th Floor, Fort Lauderdale, Florida 33312 and Assignor covenants that it will not move its principal place of business or chief executive office without the Assignee’s prior written consent; (j) Assignor keeps and maintains, and will continue to keep and maintain its records concerning the Assigned Agreement and other Cuba Business Collateral at the address in Section 4(i) above; (k) Assignor will fulfill, perform and observe all the terms of the Assigned Agreement, refrain from doing any act prohibited by Debtor the terms of the Assigned Agreement, maintain the Assigned Agreement in full force and effect, enforce the performance and observance of all covenants and conditions of the Assigned Agreement to be performed or observed, appear in and defend any action growing out of, or in any manner connected with the Assigned Agreement or other Cuba Business Collateral or the obligations or liabilities of Assignor thereunder; and take all action that the Assignee deems necessary to maintain the viability, validity, and enforceability of the Assigned Agreement at the sole cost and expense of the Assignor; (l) Assignor will promptly furnish to the Assignee any notices or other documents it receives under the Assigned Agreement; (m) Assignor will give prompt notice to the Assignee of any claims of default by any party thereto together with a complete copy of any such claim; (n) Assignor will not assign, sell, transfer, or otherwise dispose of the Assigned Agreement or other Cuba Business Collateral; Assignor shall be the owner of the Assigned Agreement free from any right or claim of any other person, lien, security interest or other encumbrance other than that of Assignee, and Assignor shall defend the same against all claims and demands of all persons at any time claiming the same or any interests therein adverse to the Assignee, and Assignor shall not pledge, mortgage or create, or suffer to exist any right of any person in or claim by any person to the Assigned Agreement or other Cuba Business Collateral, or any security interest, lien or encumbrance in the Assigned Agreement or other Cuba Business Collateral in favor of any person, other than the Assignee; (o) Assignor will not terminate, amend, or modify the Assigned Agreement, or waive any breach by any party to the Assigned Agreement, or release any person from liability on account of any warranty or from the performance of any obligation to be performed thereunder, or consent to the foregoing, without the prior written consent of the Assignee; (p) Assignor will take no action in connection with the Assigned Agreement that will impair its value to the Assignee as collateral; and (hq) Assignor now has a lawful rightA true, full power correct, and absolute authority to assign its/an unencumbered right, title and interest in and to complete copy of the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Agreement.Agreement is attached hereto as Exhibit "A."

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and covenants to Assignee thatas follows: (a) the above premises are true and complete; (b) Assignor is duly organized and validly existing under the laws a. Except as otherwise provided in Section 8.4 of the jurisdiction Lease, that Assignor has not and shall not execute any other assignment of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement Intangible Property and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignor, (ii) do not contravene the terms of Assignor’s organizational documentsLessee Personal Property, or any amendment thereof, (iii) do not materially violate, conflict with or result assignment of its interest in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignorsaid property, and (iv) do that it has not materially violate and shall not perform any orders acts or execute any other instruments which might prevent Assignee from fully exercising its rights under any of any governmental authority againstthe terms, or binding upon, Assignor to covenants and conditions of this Assignment. b. That the knowledge of Assignor; (d) This Agreement has been duly executed and delivered by Assignor and constitutes the legal, Lease is valid and binding obligations of Assignor, enforceable against Assignor in accordance with its termsterms and has not been altered, modified, terminated or renewed, nor have any of the terms and conditions thereof been waived in any manner whatsoever except as approved in writing by Assignee and the Lease shall not be altered, modified, amended, terminated, renewed or any term or condition thereof waived. c. That there are no defaults now existing under the Lease and there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under the Lease. d. That the Lease shall remain in full force and effect irrespective of any merger of the interests of the lessor and lessee under the Lease. e. That in the event of any Event of Default, which is not cured within the applicable period, Assignee may, subject to any requirements of Governmental Authorities, at its option, enter into and upon the Premises and take possession of all or any part of the Intangible Property and Lessee Personal Property and may exclude Assignor, except as enforceability otherwise provided in Section 8.4 of the Lease, all persons claiming under Assignor, wholly or partly therefrom; and, holding the same, Assignee may be limited by applicable bankruptcysell, insolvencysublease, reorganization, fraudulent conveyance assign or otherwise transfer, moratorium or similar laws affecting use, administer, manage, operate, and control, the enforcement Intangible Property and Lessee Personal Property located on the Premises or any part thereof, and may exercise all rights and powers of creditors’ rights generally Assignor in the Lease, in the name, place and stead of Assignor, or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity); (e) Assignor is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Actotherwise, as presently the Assignee shall deem best; and in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by the exercise of any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor; (g) the full amount of the Assigned Debt is foregoing rights and powers, Assignee shall not be liable to Assignor for any loss or damage thereby sustained unless due and owing by Debtor to Assignor; and (h) Assignor now has a lawful right, full power and absolute authority to assign its/an unencumbered right, title and interest in and solely to the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Agreement. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one willful misconduct or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach gross negligence of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this AgreementAssignee.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor represents, warrants and covenants to Assignee thatCollateral Agent: (ai) That the above premises are copy of the Leases attached hereto as Exhibit A is a true and complete; (b) Assignor is duly organized and validly existing under correct copy thereof as in effect on the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) The execution, delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignordate hereof, (ii) do not contravene that Assignor is the terms sole owner of Assignor’s organizational documentsthe entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or any amendment thereofin connection with, the Credit Agreement, (iii) do except as could not materially violatereasonably be expected to, conflict with individually or result in any material breach or contravention ofthe aggregate, or the creation of any lien underhave a Material Adverse Effect each Lease is valid and enforceable, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor subject to the knowledge effect of Assignor; (d) This Agreement has been duly executed this Assignment and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or transferamended in any manner, moratorium except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under any Lease is in default under such Lease nor, to the knowledge of Assignor, has any event occurred (other than pursuant to this Assignment) which with the passage of time or similar laws affecting the enforcement giving of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in notice would constitute a proceeding at law default under such Lease other than such defaults which, individually or in equity);the aggregate, could not reasonably be expected to have a Material Adverse Effect and (v) no rent reserved in any Lease has been assigned or prepaid except for prepaid rent for the current month and applicable security deposits. b. Assignor agrees (ei) to observe and perform all material obligations imposed upon Assignor is an “Accredited Investor” within as the meaning of Rule 501 of Regulation D lessee under the Securities Acteach Lease and not to do, as presently or permit to be done, anything to materially impair Assignor's rights thereunder, (ii) except in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection accordance with the transactions contemplated hereby based on provisions of the Credit Agreement, not to assign Assignor's interest under any agreement, arrangement Lease or understanding with Assignor sublet all or any action taken by Assignor; (g) the full amount part of the Assigned Debt is due Premises, (iii) not to alter, modify or change the terms of any Lease in any way adverse in any material respect, or cancel or terminate any Lease unless it would be commercially reasonable in light of the Business to terminate such Lease, or surrender possession of the Premises, or any part thereof other than upon the expiration of the term, cancellation or termination of the respective Leases in accordance with their terms or otherwise in accordance with this clause (iii), without the prior written consent of Collateral Agent, which consent shall not be unreasonably withheld and owing (iv) to use reasonable efforts to enforce the performance by Debtor to Assignor; and (h) Assignor now has a lawful rightthe Lessor under each Lease of all of such Lessor's obligations under such Lease, full power and absolute authority to assign its/an unencumbered right, title and interest in and to each case except for such obligations the Assigned Debt non-performance of which could not individually or in the manner setout in Article 1 hereofaggregate, according reasonably be expected to the true intent and meaning of this Agreementhave a Material Adverse Effect. 2.2 The representations, warranties and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Agreement.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor hereby certifies, represents, warrants and covenants to Assignee thatas follows: (a) the above premises are true The Tax Increment Agreement is in full force and complete;effect. (b) Assignor is duly organized has full title and validly existing under right to assign its interest in the laws of the jurisdiction of its formation, and has the requisite power and authority Tax Increment Agreement to enter into Assignee pursuant to this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby;Assignment. (c) The execution, No consent or approval of any person is required for the execution and delivery and performance by Assignor of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers, managers or members of Assignor, (ii) do not contravene the terms of Assignor’s organizational documents, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor to the knowledge of Assignor;Assignment. (d) This Agreement Assignor has been duly delivered to Assignee a true and complete copy of the executed Tax Increment Agreement, together with all amendments and delivered by Assignor and constitutes the legal, valid and binding obligations of Assignor, enforceable against Assignor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity);modifications thereto. (e) Except for this Assignment, no other assignment of all or any part of any interest of Assignor is an “Accredited Investor” within in and to the meaning of Rule 501 of Regulation D under the Securities Act, as presently Tax Increment Agreement has been made which remains in effect;. (f) There are exists no brokerage commissionsmonetary default under the Tax Increment Agreement, finder’s fees nor, to the best knowledge of Assignor, any non-monetary default or similar fees any event or commissions payable by conditions which, with notice or the passage of time or both, would constitute such a monetary or non-monetary default or would result in a breach of the Tax Increment Agreement or would give any party in connection with thereto the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor;right to terminate the Tax Increment Agreement. (g) No offsets, credits or defenses to the full amount payment or performance of any obligation under the Assigned Debt is due and owing by Debtor to Assignor; andTax Increment Agreement exist. (h) Assignor now has a lawful rightshall not assign, full power and absolute authority transfer or hypothecate (other than to assign its/an unencumbered right, title and Assignee) the whole or any part of its interest in and to under the Assigned Debt in the manner setout in Article 1 hereof, according to the true intent and meaning of this Tax Increment Agreement. 2.2 The representations(i) Assignor shall obtain the prior written consent of Assignee before entering into any agreement that amends, warranties alters, modifies or terminates the Tax Increment Agreement. Assignee shall not unreasonably withhold or delay its consent to an amendment or modification of the Tax Increment Agreement, so long as Assignor shall have consented to such amendment or modification and covenants contained in Section 2.1 are provided as long as such amendment or modification does not materially and adversely affect Assignee’s security for the exclusive benefit Loan or the rights and benefits of Assignee, its affiliates and agents and a breach of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of Assignor under the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Tax Increment Agreement. (j) Assignor agrees to perform and comply in all respects with all the terms, conditions, covenants and requirements by it to be performed or observed in this Assignment and the Loan Documents.

Representations, Warranties and Covenants of Assignor. 2.1 Assignor representshereby makes the following representations and warranties, warrants which shall continue in effect and covenants to Assignee thatsurvive the date of this Agreement and, additionally, makes the following covenants: (a) the above premises are true and complete; (b) 3.1 Assignor is a corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction State of its formation, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder and each other document contemplated hereby to which Assignor is or will be a party and to consummate the transactions contemplated hereby and thereby; (c) Delaware. The execution, delivery and performance by Assignor of this Agreement (a) are within the legal capacity and the transactions contemplated hereby power of Assignor; (ib) have been duly authorized by all necessary officers, managers requisite action on the part of Assignee; (c) except for the approval of the partners or members of Assignorthe Partnerships, require the approval or consent of no other persons; and (iid) do not contravene neither violate nor constitute a default under the terms of Assignor’s organizational documentsany other agreement, document, or any amendment thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any lien under, any contractual obligation of Assignor or any requirement of law applicable to instrument binding upon Assignor, and (iv) do not materially violate any orders of any governmental authority against, or binding upon, Assignor . Subject to the knowledge approval of Assignor; (d) This the partners or members of the Partnerships, this Agreement has been duly executed and delivered by Assignor and constitutes the is a legal, valid and binding obligations obligation of Assignor, Assignor enforceable against Assignor in accordance with its terms, except insofar as enforceability the enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally or by and subject to equitable principles relating limiting the availability of specific performance or other equitable remedies. 3.2 Assignor shall execute and deliver to enforceability (regardless Assignee all assignments, endorsements and instruments of whether considered transfer as shall be necessary or appropriate to carry out the intent of this Agreement and as shall be sufficient to vest in a proceeding at law or in equity); (e) Assignor is an “Accredited Investor” within the meaning Assignee all of Rule 501 of Regulation D under the Securities Act, as presently in effect; (f) There are no brokerage commissions, finder’s fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with Assignor or any action taken by Assignor; (g) the full amount of the Assigned Debt is due and owing by Debtor to Assignor; and (h) Assignor now has a lawful 's right, full power title, interest, duties and absolute authority to assign its/an unencumbered right, title and interest obligations in and to the Assigned Debt Partnership Agreements. 3.3 Assignor shall transfer all of Assignor's rights, titles and interests in and to the Partnership Agreements. 3.4 Assignor hereby covenants and agrees to use its best efforts to obtain from CD Warehouse, Inc. an acknowledgment, in the manner setout form attached hereto as Appendix C, that CD Warehouse, Inc., as the franchisor, acknowledges and agrees ---------- that the franchise agreements underlying the partnership agreements are and shall remain in Article 1 hereof, according to full force and effect following the true intent and meaning execution of this Agreement. 2.2 The representations, warranties Agreement and covenants contained in Section 2.1 are provided for the exclusive benefit of Assignee, its affiliates and agents and a breach transfer of any one or more thereof may be waived by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing of this Agreementpartnership interests hereunder.