Common use of Assignee’s Representations and Warranties Clause in Contracts

Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee that: 4.1 [Assignee is a "citizen of the United States" within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] and has the _______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Assignee’s Representations and Warranties. Assignee represents and warrants to Assignor and Lessee that: 4.1 [Assignee is a "“citizen of the United States" ” within the meaning of the Federal Aviation Act of 1958, as amended, and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______[ ] and has the _______ power to own its assets and to carry on its business as presently conducted and to enter into and perform this Agreement. 4.3 This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization of, and has given every notice to, each Government Entity having jurisdiction with respect to the execution, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of the rights of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4.6 [Assignee has a tangible net worth (determined in accordance with GAAP) of at least Fifteen Million Dollars ($15,000,000)][or][Assignee’s debt obligations have an investment grade rating of [ ] according to [▇▇▇▇▇’▇ Investors Services, Inc./Standard & Poor’s Corporation.] [representation to be made in the alternative; or made with respect to a guarantor meeting either such standard; debt rating representation would confirm satisfaction of Section 14.3(c)(x)(ii) of the CTA] 4.7 [Assignee is not an airline or an Affiliate of an airline.]

Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor and Lessee thatas follows: 4.1 [(a) Assignee is a "citizen of the United States" within the meaning of the Federal Aviation Act of 1958limited partnership duly formed, as amended, currently existing and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] the State of Maryland, and has the _______ power and authority to own its assets consummate the transactions contemplated by this Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to carry on its business as presently conducted and Assignor that he or she is duly authorized to enter into and perform this Agreementdo so. 4.3 (b) This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization ofbeen, and has given every notice tothe Assignment will be, each Government Entity having jurisdiction with respect to the executionduly authorized, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a all consents required under Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its termsterms and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject. (c) Assignee is not an entity or person (i) that is listed in the Annex to, except as such enforceability or is otherwise subject to the provisions of Executive Order 13224 issued on September ▇▇, ▇▇▇▇ (“▇▇▇▇▇▇▇”), (▇▇) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited by bankruptcyto, reorganizationthe OFAC website, insolvencyhttp:▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇.▇▇▇) (iii) who commits, moratorium threatens to commit or other similar laws affecting the enforcement supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the rights United States government or is in violation of creditors generally any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by general principles Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of equity 2001, or (regardless v) who is otherwise affiliated with any entity or person listed above. (d) Assignee is not purchasing the Distributed GF LLC Interests with “plan assets” of whether an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended. (e) All of the financial statements provided to Assignor pursuant to the Venture Agreement regarding the Venture, the Intermediaries, the Property Owners or the Properties were accurate in all material respects as of the date thereof. (f) To the knowledge of Assignee, there are no agreements existing as of the Effective Date or ongoing negotiations as of the Effective Date pursuant to which any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such enforceability is considered individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of an affiliate of Assignee. (g) Neither Assignee nor any of its affiliates have misappropriated any funds of Assignor or otherwise engaged in fraud, gross negligence or willful misconduct related to Assignor, the Intermediaries, the Property Owners or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The provisions of this Section 3 shall survive the Closing Date and the Closing for a proceeding in equity or at law)period of six (6) months.

Assignee’s Representations and Warranties. Assignee hereby represents and warrants to Assignor and Lessee thatas follows: 4.1 [(a) Assignee is a "citizen of the United States" within the meaning of the Federal Aviation Act of 1958limited partnership duly formed, as amended, currently existing and as recodifed in Subtitle VII of Title 49 of the United States Code, and the regulations thereunder (including with respect to voting trust or other voting rights arrangements).] 4.2 Assignee is a [corporation][limited liability company][national banking association] organized and validly existing in good standing under the laws of [_______] the State of Maryland, and has the _______ power and authority to own its assets consummate the transactions contemplated by this Agreement and the Assignment. Each individual executing this Agreement and/or the Assignment on behalf of Assignee represents and warrants to carry on its business as presently conducted and Assignor that he or she is duly authorized to enter into and perform this Agreementdo so. 4.3 (b) This Agreement has been duly authorized all necessary corporate action on the part of Assignee and neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Assignee with any of the terms and provisions hereof does or will contravene any law applicable to Assignee, conflict with the constitutional documents of Assignee, or result in any breach of, or constitute any default under, or result in the creation of any lien, charge or encumbrance upon any property of Assignee under, any material credit agreement or instruments or other agreement or instruments to which Assignee is a party or by which Assignee or its properties or assets are bound. 4.4 Assignee has received every consent, approval or authorization ofbeen, and has given every notice tothe Assignment will be, each Government Entity having jurisdiction with respect to the executionduly authorized, delivery or performance of this Agreement by Assignee. 4.5 This Agreement has been duly executed and delivered by Assignee and constitutes a all consents required under Assignee’s organizational documents or by law have been obtained. This Agreement is, and the Assignment will be, the legal, valid and binding obligation of Assignee, enforceable against Assignee in accordance with its termsterms and does not violate any provisions of any agreement or judicial or administrative order to which Assignee is a party or to which Assignee is subject. (c) Assignee is not an entity or person (i) that is listed in the Annex to, except as such enforceability or is otherwise subject to the provisions of Executive Order 13224 issued on September ▇▇, ▇▇▇▇ (“▇▇▇▇▇▇▇”), (▇▇) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited by bankruptcyto, reorganizationthe OFAC website, insolvencyhttp:▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇.▇▇▇) (iii) who commits, moratorium threatens to commit or other similar laws affecting the enforcement supports “terrorism”, as that term is defined in EO3224, (iv) is subject to sanctions of the rights United States government or is in violation of creditors generally any federal, state, municipal or local laws, statutes, codes, ordinances, orders, decrees, rules or regulations relating to terrorism or money laundering, including, without limitation, EO13224 and the Uniting and Strengthening America by general principles Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of equity 2001, or (regardless v) who is otherwise affiliated with any entity or person listed above. (d) Assignee is not purchasing the LLC Interests with “plan assets” of whether an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended. (e) All of the financial statements provided to Assignor pursuant to the Venture Agreement regarding the Venture, the Subsidiaries or the Properties were accurate in all material respects as of the date thereof. (f) To the knowledge of Assignee, there are no agreements existing as of the Effective Date or ongoing negotiations as of the Effective Date pursuant to which any of the Properties are to be sold or master leased that have not been disclosed in writing to Assignor. For the purpose of this Section 3(f), without creating any personal liability on behalf of such enforceability is considered individual, usage of “to the knowledge of Assignee” or words to such effect, shall mean the present, actual knowledge of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an employee of an affiliate of Assignee. (g) Neither Assignee nor any of its affiliates have misappropriated any funds of the Venture or the Subsidiaries or otherwise engaged in fraud, gross negligence or willful misconduct related to Assignor, the Venture, the Subsidiaries or the Properties. To the extent that (A) Assignor has actual knowledge that Assignee’s representations and warranties set forth in this Agreement are inaccurate, untrue or incorrect in any way or (B) any inaccuracy, untruth or incorrectness of any of Assignee’s representations or warranties set forth in this Agreement was caused by the affirmative act of Assignor, such representations and warranties shall be deemed modified to reflect such knowledge or such act or omission, as applicable. The provisions of this Section 3 shall survive the Closing Date and the Closing for a proceeding in equity or at law)period of six (6) months.