Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents, warrants and covenants to the Assignee that: (a) the Assignor has not previously assigned, released, postponed, discharged or encumbered the Indebtedness in whole or in part; (b) the Assignor has the legal right and authority to convey to the Assignee all of its right, title and interest in and to the Indebtedness; (c) the Assignor holds no security for the payment of the Indebtedness; (d) the Assignor is resident in, or otherwise subject to the laws of, the Province of Ontario, and is an "accredited investor" as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions; (e) the Assignee is not a U.S. Xxxxxx xxx x person in the United States and the Assignee is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, as amended; (f) the Assignor has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof; (g) this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Assignor; the entering into of the Agreement and the transactions contemplated will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Assignor or of any agreement, written or oral, to which the Assignor may be a party or by which it is or may be bound; and (h) the Assignor covenants and agrees that it will not, at any time hereafter, accept payment of the Indebtedness or any part thereof, or do any act by which the Assignee may be prevented or hindered from obtaining payment of the Indebtedness or enforcing the Security.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor representshereby covenants, represents and warrants and covenants to the Assignee thatfollowing: (a) There are no fees and other amounts payable to the Issuer under the Assigned Documents that are currently due and payable or that have accrued but are unpaid. The Assignor has is not previously assignedin default (and no circumstances exist or fail to exist that, releasedwith the giving of notice or passage of time or both would constitute such a default) under any of the Assigned Documents. No material breaches, postponed, discharged defaults or encumbered defenses have been asserted under any of the Indebtedness in whole or in part;Assigned Documents by any of the parties thereto (including the Assignor). (b) the The Assignor has the legal right power and authority to convey to the Assignee all of enter into and perform its right, title obligations under this Agreement and interest any other documents or instruments necessary or desirable in and to the Indebtedness;connection herewith. (c) The Assignor has received no notice from the Issuer, any taxing authority or any taxpayer regarding any challenge to any tax benefits arising by reason of the issuance of the Bonds or the existence of the Lease and Financing Agreement. The Project has been completed and the Assignor holds no security has good and marketable leasehold title to the Project and has not created, incurred or permitted to exist any lien or other encumbrance on the Project, except for such liens or encumbrances as may be permitted by the payment of the Indebtedness;Lease and Financing Agreement. (d) Attached hereto as Exhibit B are true and correct copies of the Assignor is resident in, Assigned Documents. The Assigned Documents have not been modified or otherwise subject to amended and are in full force and effect. The Issuer has not assigned or pledged its interest in any of the laws of, the Province of Ontario, and is an "accredited investor" Assigned Documents except as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions;specifically provided therein. (e) As required by and in accordance with Section 9.01 of the Assignee is not Lease and Financing Agreement, the Assignor shall cause a U.S. Xxxxxx xxx x person notice of assignment and a copy of this Agreement to be delivered to the Issuer and the Owner within 30 days of the date hereof under notice in the United States and the Assignee form substantially similar to that which is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, attached hereto as amended;Exhibit C. (f) The Assignor has maintained the books for the registration of the Bonds which are registered in the name of IP Eagle LLC. (g) From and after the Effective Date, the Assignor has will at its own expense indemnify and hold harmless the necessary capacity Assignee from all actions, suits, losses, costs (including, without limitation, reasonable attorneys’ fees and authority expenses), obligations and liability arising with respect to execute and deliver this Agreement and (i) the Retained Liabilities, (ii) the Assignor’s default with respect to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof; (g) under this Agreement has been duly authorized, executed and delivered byAgreement, and constitutes a legal, valid, binding and enforceable obligation of, the Assignor; the entering into of the Agreement and the transactions contemplated will not result in the violation of (iii) any of the terms and provisions of any law applicable to, misrepresentation or the constating documents incorrect warranty of the Assignor or set forth herein. The obligations of any agreement, written or oral, to which the Assignor may under this Section 3(g) shall be a party absolute and unconditional and shall survive the expiration or by which it is or may be bound; and (h) the Assignor covenants and agrees that it will not, at any time hereafter, accept payment termination of the Indebtedness or any part thereof, or do any act by which the Assignee may be prevented or hindered from obtaining payment of the Indebtedness or enforcing the SecurityAssigned Documents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents, warrants and represents to, and covenants to with, the Assignee that: (a) the The Assignor has not previously assigned, released, postponed, discharged or encumbered the Indebtedness in whole or in part; (b) the Assignor has the legal right full power and authority to convey to the Assignee all of its rightexecute, title and interest in and to the Indebtedness; (c) the Assignor holds no security for the payment of the Indebtedness; (d) the Assignor is resident in, or otherwise subject to the laws of, the Province of Ontario, and is an "accredited investor" as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions; (e) the Assignee is not a U.S. Xxxxxx xxx x person in the United States and the Assignee is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, as amended; (f) the Assignor has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof; (g) under this Agreement has been duly authorized, executed and delivered byAAR Agreement, and constitutes a legal, valid, binding and enforceable obligation of, to consummate the Assignor; the entering into transactions set forth herein. The consummation of the Agreement and the transactions contemplated by this AAR Agreement is in the ordinary course of the Assignor’s business and will not conflict with, or result in the violation of a breach of, any of the terms and terms, conditions or provisions of the Assignor’s articles of association or by-laws or any law applicable tolegal restriction, or the constating documents of the Assignor any material agreement or of any agreement, written or oral, instrument to which the Assignor may be is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Assignor. This AAR Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee, will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms except as enforceability may be boundlimited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this AAR Agreement or (ii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and, if determined adversely to the Assignor, will materially and adversely affect its ability to perform its obligations under this AAR Agreement; (b) The Assignor is the lawful owner of the Assigned Loans with the full right to transfer the Assigned Loans and all of its interests, rights and obligations under the Agreements free from any and all encumbrances, liens, pledges, participation interests, claims or security interests of any nature encumbering the Assigned Loans. Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Loan or the related Mortgage or any interest or participation therein; (c) The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage related to any Assigned Loan, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage related to any Assigned Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission; (d) The Assignor has not taken any action that would serve to impair or encumber the Assignor’s ownership interest in the Assigned Loans since the Original Closing Date; (e) The 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 Agreements or the Assigned Loans; (f) The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Agreements or the Assigned Loans, including without limitation the transfer of the servicing obligations under the Agreements. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Agreements or the Assigned Loans; (g) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans, any interest in the Assigned Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, any interest in the Assigned Loans or any other similar security from, or otherwise approached or negotiated with respect to the Assigned Loans, any interest in the Assigned Loans or any other similar security 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 which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the “Securities Act”) or which would render the disposition of the Assigned Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto; (h) The representations and warranties contained in Section 3.02 of the Servicing Agreement, to the extent they relate to matters arising on or after the Original Closing Date, are true and correct as of the date of this AAR Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.02 of the Servicing Agreement (i) to the “Cut-off Date” shall be deemed to be a reference to the Assigned Loans Cut-off Date, (ii) to the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit A hereto and (iii) to the “Closing Date” shall be deemed to be a reference to the date of this AAR Agreement; (i) The information set forth on Exhibit A hereto is true and correct. Exhibit A includes the data fields identified on Exhibit E of the Servicing Agreement and the following additional data field: Original Interest Rate, Original Principal and Interest Payment, Origination Date, Minimum Interest Rate, Interest Only Term, Interest Only Expiration Date and Number of Units; (j) There are no balloon payment loans, no Time$aver®Mortgage Loans, Mortgage Loans insured by LPMI Policies, Mortgage Loans secured by Mortgaged Property used for commercial purposes or upon which is erected Manufactured Housing, and no Mortgage Loan is secured by any collateral, pledge account or other security except the lien of the corresponding Mortgage; and (hk) The information delivered by the Assignor covenants to the Assignee with respect to the loan loss and agrees delinquency experience with respect to the Mortgage Loans for the twelve (12) months immediately preceding the date of this AAR Agreement is true and correct in all material respects. It is understood and agreed that it will not, at any time hereafter, accept payment the representations and warranties set forth in this Section 3 shall survive delivery of the Indebtedness or any part thereof, or do any act by which respective Mortgage Files to the Assignee may be prevented or hindered from obtaining payment its designee and shall inure to the benefit of the Indebtedness Assignee and its assigns notwithstanding any restrictive or enforcing qualified endorsement or assignment. It is understood and agreed that the SecurityAssignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made by the Company in the Agreements. It is further understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained herein or in the Commitment Letter, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The --------------------------------------------------------- Assignor represents and warrants that: (i) it is the owner of, and has good and marketable title to, 360 shares of the capital stock of PPV Japan in existence on the date hereof, subject to no Lien (except the Lien created by this Agreement); (ii) it has full corporate power, authority and legal right to assign as collateral all such Securities pursuant to this Agreement; (iii) all such Securities have been duly and validly issued, are fully paid and nonassessable; (iv) this Agreement creates, as security for the Secured Obligations, a valid and enforceable first priority security interest on all of the Subject Securities in existence on the date hereof, in favor of the Noteholders (as Assignees) and the Agent acting on behalf of such Assignees, subject to no Lien in favor of any other Person; and (v) no consent, filing, recording or registration is required to perfect the security interest in the Subject Securities purported to be created by this Agreement. The Assignor represents, warrants covenants and covenants agrees that: (i) it shall not cause the article on the share transfer restrictions to be incorporated in the Assignee that: Articles of Incorporation of PPV Japan; (aii) it will defend the Assignor has not previously assigned, released, postponed, discharged or encumbered the Indebtedness in whole or in part; (b) the Assignor has the legal right and authority to convey to the Assignee all of its Assignees' right, title and interest Lien in and to the Indebtedness; Subject Collateral against the claims and demands of all Persons; and (ciii) the Assignor holds no security for the payment of the Indebtedness; (d) the Assignor is resident in, or otherwise subject it will take all actions within its powers to the laws of, the Province of Ontario, and is an "accredited investor" as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions; (e) the Assignee is not a U.S. Xxxxxx xxx x person in the United States and the Assignee is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, as amended; (f) the Assignor has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof; (g) this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of, the Assignor; the entering into of the Agreement and the transactions contemplated will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of the Assignor or of any agreement, written or oral, to which the Assignor may be a party or by which it is or may be bound; and (h) the Assignor covenants and agrees ensure that it will not, have like title to and right to assign an collateral any other securities or property at any time hereafter, accept payment of hereafter assigned as collateral to the Indebtedness or any part thereof, or do any act by which the Assignee may be prevented or hindered from obtaining payment of the Indebtedness or enforcing the SecurityAssignees as Subject Collateral hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor represents, warrants and represents to, and covenants to with, the Assignee that: (a) the The Assignor has not previously assigned, released, postponed, discharged or encumbered the Indebtedness in whole or in part; (b) the Assignor has the legal right full power and authority to convey to the Assignee all of its rightexecute, title and interest in and to the Indebtedness; (c) the Assignor holds no security for the payment of the Indebtedness; (d) the Assignor is resident in, or otherwise subject to the laws of, the Province of Ontario, and is an "accredited investor" as defined in Ontario Securities Commission Rule 45-501 Exempt Distributions; (e) the Assignee is not a U.S. Xxxxxx xxx x person in the United States and the Assignee is not acquiring such common shares for the account or benefit of a U.S. Person or a person in the United States. As used herein, the terms "United States" and "U.S. Person" have the meanings ascribed to them in Regulation S under the United States Securities Act of 1933, as amended; (f) the Assignor has the necessary capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations and has taken all necessary corporate action in respect thereof; (g) under this Agreement has been duly authorized, executed and delivered byAAR Agreement, and constitutes a legal, valid, binding and enforceable obligation of, to consummate the Assignor; the entering into transactions set forth herein. The consummation of the Agreement and the transactions contemplated by this AAR Agreement is in the ordinary course of the Assignor's business and will not conflict with, or result in the violation of a breach of, any of the terms and terms, conditions or provisions of the Assignor's organizational documents or by-laws or any law applicable tolegal restriction, or the constating documents of the Assignor any material agreement or of any agreement, written or oral, instrument to which the Assignor may be is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of the Assignor. This AAR Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee and each Seller and Servicer, will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms except as enforceability may be boundlimited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution, delivery and performance by the Assignor of this AAR Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof. There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this AAR Agreement or (ii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and, if determined adversely to the Assignor, will materially and adversely affect its ability to perform its obligations under this AAR Agreement; (b) The Assignor is the lawful owner of the Assigned Loans with the full right to transfer the Assigned Loans and all of its interests, rights and obligations under the Agreements free from any and all encumbrances, liens, pledges, participation interests, claims or security interests of any nature encumbering the Assigned Loans. Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Loan or the related Mortgage or any interest or participation therein; (c) The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage related to any Assigned Loan, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage related to any Assigned Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission; (d) The Assignor has not taken any action that would serve to impair or encumber the Assignor's ownership interest in the Assigned Loans since the applicable date of the original sale to Assignor (each, an "Original Closing Date"); (e) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to any Seller or Servicer with respect to the Agreements or the Assigned Loans; (f) The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Agreements, including without limitation the transfer of the servicing obligations under the Agreements. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, or defaults under, the Agreements; (g) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans, any interest in the Assigned Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, any interest in the Assigned Loans or any other similar security from, or otherwise approached or negotiated with respect to the Assigned Loans, any interest in the Assigned Loans or any other similar security 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 which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "Securities Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto; and (h) The representations and warranties contained in Section 3.03 of the Purchase Agreement, as modified by Section 2(d) of the ACASA with respect to the Additional Collateral Mortgage Loans, to the extent they relate to matters arising on or after the applicable Original Closing Date, are true and correct as of the date of this AAR Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.03 of the Purchase Agreement and Section 2(d) of the ACASA (i) to the "Cut-off Date" shall be deemed to be a reference to the Assigned Loans Cut-off Date, (ii) to the "Mortgage Loan Schedule" shall be deemed to be a reference to Exhibit A hereto and any other schedules of the Assigned Loans, provided in writing or electronically, providing any data with respect to the Assigned Loans of the type described in the definition of "Mortgage Loan Schedule" provided in the Purchase Agreement, and (iii) to the "Funding Date" shall be deemed to be a reference to the date of this AAR Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Loans to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the Assignor covenants shall be deemed not to have made the representations and agrees warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, by a Seller in the Agreements. It is further understood and agreed that it will notthe Assignor has made no representations or warranties to the Assignee other than those contained herein, at any time hereafter, accept payment and no other affiliate of the Indebtedness Assignor has made any representations or warranties of any part thereof, or do any act by which kind to the Assignee may be prevented or hindered from obtaining payment of the Indebtedness or enforcing the SecurityAssignee.