Common use of General Representations Clause in Contracts

General Representations. Each of the Parties represents and warrants to and for the benefit of the other Parties as follows: 16.1.1 each of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each of them (which is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery of this Agreement by it, nor the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (the "Documents"); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties Seller represents and warrants to and for the benefit Buyer as of the other Parties as followsEffective Date that: 16.1.1 each of them (which i) Seller is a corporation) is a company with limited liability duly registered organized and validly existing as a limited liability company under its law the laws of incorporationthe State of Delaware, and has the lawful power to engage in the business it presently conducts and contemplates conducting in this Agreement and Seller is duly qualified in each jurisdiction wherein the nature of the business transacted by it makes such qualification necessary; (ii) Seller has the legal power and authority to own assets make and carry out this Agreement and to conduct the business which it conductsperform its obligations hereunder and all such actions have been duly authorized by all necessary proceedings on its part; 16.1.2 each (iii) this Agreement has been duly and validly executed and delivered by Seller and, as of them has the power Effective Date, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms against Seller, except to enter intothe extent that its enforceability may be limited by bankruptcy, exercise insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally or by general principles of equity; (iv) there are no actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened in writing against Seller or its rights and Affiliates, at law or in equity before any Governmental Authority, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Seller, or to result in any impairment of Seller’s ability to perform and comply with its obligations under this Agreement and each of them (which is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither (v) the execution nor execution, delivery and performance of this Agreement by it, nor the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) Seller will not conflict with or violate its governing documents, any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) underApplicable Laws, or give to others any rights of terminationcovenant, acceleration agreement, understanding, decree or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation order to which it Seller is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions(vi) there is no proceeding under applicable bankruptcy or insolvency law contemplated by Seller or, conditions and things required to be takenSeller’s knowledge, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order:threatened against it; (avii) neither it nor any of its employees, agents, or representatives have offered or given, or will offer or give, any gratuities to enable it to lawfully enter intoBuyer’s employees, exercise its rights and perform and comply with its respective obligations agents or representatives for the purpose of securing the Agreement or securing favorable treatment under this Agreement; (viii) Seller or its Affiliates have or will have all legal rights necessary for the Seller to enter upon and occupy the Site for the purpose of constructing, operating and maintaining the Facility for the Term. Seller shall maintain all leases or other land grants necessary for the construction, operation and maintenance of the Facility as valid for the Term; and (bix) Seller or its Affiliate have engaged those professional or other experts it reasonably believes necessary to ensure understand its rights and obligations pursuant to this Agreement. All professionals or experts including engineers, attorneys or accountants, that those obligations are legally binding and enforceable Seller or its Affiliate may have consulted or relied on in undertaking the transactions contemplated by this Agreement have been done, fulfilled solely those of Seller or such Affiliate. In entering into this Agreement and obtained and there has been no default in the observance undertaking by Seller of the conditions obligations set forth in this Agreement, Seller has investigated and determined that it is capable of performing under this Agreement and has not relied upon the advice, experience or restrictions (if any imposed) in or expertise of Buyer in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under transactions contemplated by this Agreement or (ii) which has or could have a material adverse effect on itAgreement.

General Representations. Each of the Parties Partners represents and warrants to and for the benefit of the other Parties as follows: 16.1.1 each Partner that (a) the execution, delivery and performance of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each of them its ancillary documents attached hereto as Exhibits (which is a corporation"Ancillary Documents") has taken or obtained have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of it, (b) the execution, delivery and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery performance of this Agreement by it, nor the consummation and Ancillary Documents will not result in a breach or violation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of default under its memorandum of association, articles of associationincorporation or partnership agreement, bye laws or under any loan or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 under any statute, rule, regulation, order or other law to which it or any of its properties is subject, (c) this Agreement and those Ancillary Documents to which it is a party are legal, valid and binding obligations of it, enforceable against it in accordance with their terms and conditions, (d) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all actionsnecessary power and authority to own its property and carry on its business as presently conducted (including in the manner contemplated by this Agreement and Ancillary Documents) and is duly qualified to do business and is in good standing in all jurisdictions which the ownership or use of its property or its activities presently make such qualification necessary, conditions except for such jurisdictions in which the failure to be so qualified or in good standing would not materially impair its obligations pursuant to this Agreement, (e) all authorizations, approvals and things consents, if' any, required to be takenobtained from, fulfilled and done including the obtaining of any authorisationsall registrations, declarations and filings, registrationif any, documentation required to be made with, all governmental authorities and regulatory bodies and all other persons or claim in order: (a) entities to enable permit it to lawfully enter intoexecute and deliver, exercise and to perform its rights and perform and comply with its respective obligations obligations, under this Agreement; and (b) to ensure that those obligations are legally binding Agreement and enforceable Ancillary Documents have been doneobtained or made and all such authorizations, fulfilled approvals, consents, registrations, declarations and obtained filings are in full force and there has effect, and all terms and conditions contained in or existing in respect of, such authorizations, approvals, consents, registrations, declarations and filings have, to the extent necessary prior to the date of execution and delivery hereof and thereof, been no default duly satisfied and performed, (f) neither it nor any of its partners or shareholders in the observance hands of the conditions a receiver or restrictions has committed an act of bankruptcy, and (if any imposedg) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings judgments, orders, or outstanding commitments decrees of any kind against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition unpaid or application in its respective country unsatisfied of incorporation record nor any legal action, suit or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration other legal or administrative proceedings are current proceeding pending before any court or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) administrative agency which has or could would have a material adverse effect on itits financial condition.

General Representations. Each of the Parties The Seller hereby represents and warrants to City Capital and for the benefit Depositor as of the date of this Agreement, or as of such other Parties date as is specifically provided, as follows: 16.1.1 each of them (which 1) The Seller is a corporation) is a company with limited liability national bank, duly registered and organized, validly existing under its law of incorporationexisting, and in good standing under the laws of the United States of America. The Seller has the full power and authority to own assets its properties and to conduct the its business which it conducts;as its business is presently conducted. 16.1.2 each of them (2) The Seller has the power full power, authority, and legal right to enter intotransfer and convey the Home Loans to City Capital, exercise its rights and has the full power, authority (corporate and other) and legal right to execute and deliver, engage in the transactions contemplated by, and perform and comply observe the terms and conditions of, this Agreement. (3) This Agreement has been duly and validly authorized, executed, and delivered by the Seller and (assuming the due authorization, execution, and delivery hereof by City Capital and the Depositor) constitutes the valid, legal, and binding agreement of the Seller, enforceable against the Seller in accordance with its obligations under terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium, or other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law. (4) No consent, approval, authorization, or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery, and performance of or compliance by the Seller with this Agreement and each or the consummation by the Seller of them any other transaction contemplated hereby. (which is a corporation5) has taken or obtained all necessary corporate and other action to authorise Neither the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery of this Agreement by itthe Seller, nor the consummation by the Seller of the transactions contemplated hereby or thereby will: herein contemplated, nor compliance with the provisions hereof by the Seller, will (a) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (cA) conflict with or result in any a breach of of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, any of the provisions of the Seller's organizational documents or give to others any rights of termination, acceleration or cancellation ofby-laws, or result in any law, governmental rule or regulation, or any judgment, decree, or order binding on the creation of, any lien, charge Seller or Encumbrance on any of its properties properties, or assets pursuant to any of the terms, conditions or provisions of any note, bondindenture, mortgage, indenturedeed of trust, permitcontract, licence, franchise, agreement or other instrument or obligation to which it the Seller is a party or by which it or any of its properties or assets the Seller is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including (B) result in the obtaining creation or imposition of any authorisationslien, filingscharge, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable encumbrance which would have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with a material adverse effect upon any of the sameSeller's properties pursuant to the terms of any such indenture, have been takenmortgage, fulfilled and done deed of trust, contract, or will be taken, fulfilled and done within the statutory period as the case may be;other instrument. 16.1.5 there (6) There are no pending proceedings actions, suits, proceedings, or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or investigations pending or, so far as it is awareto the Seller's knowledge, threatened (i) against the Seller that should reasonably be expected to restrain affect adversely the entry intotransfer of the Home Loans to City Capital, exercise the issuance of its rights under the Notes, or performance the execution, delivery, performance, or enforcement enforceability of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on itthe financial condition of the Seller. (7) The Seller is, and, immediately prior to the sale of the Home Loans to City Capital, the Seller will be, the sole owner of, and will have good, indefeasible and marketable title to, the Home Loans, subject to no prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except any lien to be released prior to or concurrently with the purchase of the Home Loans by City Capital. Following the sale of the Home Loans, City Capital will own such Home Loans, free and clear of any prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except the lien created by the Indenture. (8) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the Sales of the Home Loans. (9) The Seller will treat the transfer of the Home Loans to City Capital as a sale on its books and records in accordance with generally accepted accounting principles. (10) With respect to each Home Loan, the Seller is in possession of each of the Mortgage Loan Documents required to be included in the related Home Loan File (except to the extent such Home Loan File has been delivered to the Custodian or Indenture Trustee as described in this Agreement). (11) The description of the Home Loans set forth in the Prospectus Supplement under the heading "The Home Loan Pool" does not contain any untrue statement of any material fact or omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. (12) The consideration received by the Seller upon the sale of the Home Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Home Loans. (13) The Seller is solvent and the sale of the Home Loans to City Capital as contemplated hereby will not cause the Seller to become insolvent. The sale of the Home Loans to City Capital is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors. (14) On the Closing Date, 55% or more (by aggregate principal balance) of the Home Loans do not constitute "real estate mortgages" for the purpose of Treasury Regulation Section.301.7701 under the Code. For this purpose a Home Loan does not constitute a "real estate mortgage" if: (i) The Home Loan is not secured by an interest in real property, or (ii) The Home Loan is not an "obligation principally secured by an interest in real property." For this purpose an "obligation is principally secured by an interest in real property" if it satisfies either test set out in paragraph (1) or paragraph (2) below. (1) The 80-percent test. An obligation is principally secured by an interest in real property if the fair market value of the interest in real property securing the obligation (A) was at least equal to 80 percent of the adjusted issue price of the obligation at the time the obligation was originated (or, if later, the time the obligation was significantly modified); or (B) is at least equal to 80 percent of the adjusted issue price of the obligation on the Closing Date. For purposes of this paragraph (1), the fair market value of the real property interest must be first reduced by the amount of any lien on the real property interest that is senior to the obligation being tested, and must be further reduced by a proportionate amount of any lien that is in parity with the obligation being tested, in each case before the percentages set forth in (1)(A) and (1)(B) are determined. The adjusted issue price of an obligation is its issue price plus the amount of accrued original issue discount, if any, as of the date of determination.

General Representations. Each of the Parties Seller represents and warrants to warrants, on the date of this Agreement or the date of its Seller Accession Agreement (as applicable) and for the benefit date of each Offer that that Seller makes (or is made on its behalf by the other Parties as follows:Sellers’ Agent): 16.1.1 each of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and 7.1.1 it has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and under, each of them (Transaction Document to which it is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreementparty; 16.1.3 neither 7.1.2 the execution nor delivery of this Agreement obligations expressed to be assumed by itit under each Transaction Document to which it is a party are legal, nor valid, binding and enforceable; 7.1.3 the consummation of entry into and performance by it of, and the transactions contemplated hereby or thereby willby, each Transaction Document to which it is a party do not and will not conflict with: (a) any law or regulation applicable to it (where it is a corporation) violate including, without limitation, any provision anti-bribery and corruption laws, laws related to the prevention of its memorandum of associationmoney laundering and terrorist financing, articles of association, bye Sanctions and export controls laws (including any requirement for import or other constitutive documentsexport licenses)); (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affectedconstitutional documents; or (c) conflict with any agreement or result in any breach of instrument binding upon it or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties assets; 7.1.4 no Insolvency Event has happened (or assets pursuant to any is pending or threatened) in respect of that Seller; 7.1.5 in connection with this Agreement and the terms, conditions or provisions fulfilment of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation its obligations under each Transaction Document to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in orderparty: (a) it has not violated and shall not violate any applicable anti-bribery and anti-corruption laws and regulations, including, but not limited to, any relevant provision of any applicable anti-bribery laws and regulations in force in the jurisdiction where it and the Bank are domiciled and operate (“Anti-Bribery Laws”); (b) it is not, and undertakes that it shall not, engage in the following conduct: making of payments or transfers of value, offers or promises or giving of any financial or other advantage, or requests, agreements to enable receive or acceptances of any financial or other advantage, either directly or indirectly, having the purpose, effect or acceptance of, or acquiescence in, public or commercial bribery or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity; and (c) it to lawfully enter into, exercise shall procure the compliance with the above obligations from its rights and perform and comply with own associated persons or agents as may be used for its respective fulfilment of obligations under this Agreement; and 7.1.6 neither it nor any of its subsidiaries, directors, officers, employees, agents, or affiliates is a person that is, or is owned or controlled by any individual or entity (each a “Person”) that is: (a) the subject of any Sanctions issued, administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or the Hong Kong Monetary Authority (collectively, “Sanctions”); or (b) to ensure located, organised or resident in a country or territory that those obligations are legally binding and enforceable have been doneis, fulfilled and obtained and there has been no default in or whose government is, the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.​

General Representations. Each of the Parties The Shipowner’s hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) the Shipowner’s is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner’s has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner’s had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary’s Note, Mortgage, Financial Agreement, and Depository Agreement (the “Documents”); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner’s and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner’s, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner’s of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner’s and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner’s is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner’s is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner’s knowledge, threatened, involving the Shipowner’s or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner’s of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties represents Partners repress and warrants to and for the benefit of the other Parties as follows: 16.1.1 each Partner that (a) the execution, delivery and performance of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each of them its ancillary documents attached hereto as Exhibits (which is a corporationAncillary Documents) has taken or obtained have been duly and validly authorized by all necessary action, corporate or otherwise, on the part of it, (b) the execution, delivery and other action to authorise the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery performance of this Agreement by it, nor the consummation and Ancillary Documents will not result in a breach or violation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) violate any provision of default under its memorandum of association, articles of associationincorporation or partnership agreement, bye laws or under any loan or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 under any statute, rule, regulation, order or other law to which it or any of its properties is subject, (c) this Agreement and those Ancillary Documents to which it is a party are legal, valid and binding obligations of it, enforceable against it in accordance with their terms and conditions, (d) it is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all actionsnecessary power and authority to own its property and carry on its business as presently conducted (including in the manner contemplated by this Agreement and Ancillary Documents) and is duly qualified to do business and is in good standing in all jurisdictions which the ownership or use of its property or its activities presently make such qualification necessary, conditions except for such jurisdictions in which the failure to be so qualified or in good standing would not materially impair its obligations pursuant to this Agreement, (e) all authorizations, approvals and things consents, if any, required to be takenobtained from, fulfilled and done including the obtaining of any authorisationsall registrations, declarations and filings, registrationif any, documentation required to be made with, all governmental authorities and regulatory bodies and all other persons or claim in order: (a) entities to enable permit it to lawfully enter intoexecute and deliver, exercise and to perform its rights and perform and comply with its respective obligations obligations, under this Agreement; and (b) to ensure that those obligations are legally binding Agreement and enforceable Ancillary Documents have been doneobtained or made and all such authorizations, fulfilled approvals, consents, registrations, declarations and obtained filings are in full force and there has effect, and all terms and conditions contained in or existing in respect of, such authorizations, approvals, consents, registrations, declarations and filings, have, to the extent necessary prior to the date of execution and delivery hereof and thereof, been no default duly satisfied and performed, (f) neither it nor any of its partners or shareholders in the observance hands of the conditions a receiver or restrictions has committed an act of bankruptcy, and (if any imposedg) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings judgments, orders, or outstanding commitments decrees of any kind against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition unpaid or application in its respective country unsatisfied of incorporation record nor any legal action, suit or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration other legal or administrative proceedings are current proceeding pending before any court or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) administrative agency which has or could would have a material adverse effect on itits financial condition.

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary's Note, Mortgage, Financial Agreement, and Depository Agreement (the "Documents"); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner's knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Secretary’s Note, Mortgage, Financial Agreement, and Depository Agreement (the “Documents”); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner’s knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;

General Representations. Each of the Parties The Seller hereby represents and warrants to City Capital and for the benefit Depositor as of the date of this Agreement, or as of such other Parties date as is specifically provided, as follows: 16.1.1 each of them (which 1) The Seller is a corporation) is a company with limited liability national bank, duly registered and organized, validly existing under its law of incorporationexisting, and in good standing under the laws of the United States of America. The Seller has the full power and authority to own assets its properties and to conduct the its business which it conducts;as its business is presently conducted. 16.1.2 each of them (2) The Seller has the power full power, authority, and legal right to enter intotransfer and convey the Home Loans to City Capital, exercise its rights and has the full power, authority (corporate and other) and legal right to execute and deliver, engage in the transactions contemplated by, and perform and comply observe the terms and conditions of, this Agreement. (3) This Agreement has been duly and validly authorized, executed, and delivered by the Seller and (assuming the due authorization, execution, and delivery hereof by City Capital and the Depositor) constitutes the valid, legal, and binding agreement of the Seller, enforceable against the Seller in accordance with its obligations under terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium, or other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law. (4) No consent, approval, authorization, or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery, and performance of or compliance by the Seller with this Agreement and each or the consummation by the Seller of them any other transaction contemplated hereby. (which is a corporation5) has taken or obtained all necessary corporate and other action to authorise Neither the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery of this Agreement by itthe Seller, nor the consummation by the Seller of the transactions contemplated hereby or thereby will: herein contemplated, nor compliance with the provisions hereof by the Seller, will (a) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (cA) conflict with or result in any a breach of of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, any of the provisions of the Seller's organizational documents or give to others any rights of termination, acceleration or cancellation ofby-laws, or result in any law, governmental rule or regulation, or any judgment, decree, or order binding on the creation of, any lien, charge Seller or Encumbrance on any of its properties properties, or assets pursuant to any of the terms, conditions or provisions of any note, bondindenture, mortgage, indenturedeed of trust, permitcontract, licence, franchise, agreement or other instrument or obligation to which it the Seller is a party or by which it or any of its properties or assets the Seller is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including (B) result in the obtaining creation or imposition of any authorisationslien, filingscharge, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable encumbrance which would have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with a material adverse effect upon any of the sameSeller's properties pursuant to the terms of any such indenture, have been takenmortgage, fulfilled and done deed of trust, contract, or will be taken, fulfilled and done within the statutory period as the case may be;other instrument. 16.1.5 there (6) There are no pending proceedings actions, suits, proceedings, or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or investigations pending or, so far as it is awareto the Seller's knowledge, threatened (i) against the Seller that should reasonably be expected to restrain affect adversely the entry intotransfer of the Home Loans to City Capital, exercise the issuance of its rights under the Notes, or performance the execution, delivery, performance, or enforcement enforceability of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on itthe financial condition of the Seller. (7) The Seller is, and, immediately prior to the sale of the Home Loans to City Capital, the Seller will be, the sole owner of, and will have good, indefeasible and marketable title to, the Home Loans, subject to no prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except any lien to be released prior to or concurrently with the purchase of the Home Loans by City Capital. Following the sale of the Home Loans, City Capital will own such Home Loans, free and clear of any prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except the lien created by the Indenture. (8) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the Sales of the Home Loans. (9) The Seller will treat the transfer of the Home Loans to City Capital as a sale on its books and records in accordance with generally accepted accounting principles. (10) With respect to each Home Loan, the Seller is in possession of each of the Mortgage Loan Documents required to be included in the related Home Loan File (except to the extent such Home Loan File has been delivered to the Custodian or Indenture Trustee as described in this Agreement). (11) The description of the Home Loans set forth in the Prospectus Supplement under the heading "The Pool" does not contain any untrue statement of any material fact or omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. (12) The consideration received by the Seller upon the sale of the Home Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Home Loans. (13) The Seller is solvent and the sale of the Home Loans to City Capital as contemplated hereby will not cause the Seller to become insolvent. The sale of the Home Loans to City Capital is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors. (14) On the Closing Date, 55% or more (by aggregate principal balance) of the Home Loans do not constitute "real estate mortgages" for the purpose of Treasury Regulation ss.301.7701 under the Code. For this purpose a Home Loan does not constitute a "real estate mortgage" if: (i) The Home Loan is not secured by an interest in real property, or --- (ii) The Home Loan is not an "obligation principally secured by an --- interest in real property." For this purpose an "obligation is principally secured by an interest in real property" if it satisfies either test set ------ out in paragraph (1) or paragraph (2) below. (1) The 80-percent test. An obligation is principally secured by an interest in real property if the fair market value of the interest in real property securing the obligation (A) was at least equal to 80 percent of the adjusted issue price of the obligation at the time the obligation was originated (or, if later, the time the obligation was significantly modified); or (B) is at least equal to 80 percent of the adjusted issue price of the obligation on the Closing Date. For purposes of this paragraph (1), the fair market value of the real property interest must be first reduced by the amount of any lien on the real property interest that is senior to the obligation being tested, and must be further reduced by a proportionate amount of any lien that is in parity with the obligation being tested, in each case before the percentages set forth in (1)(A) and (1)(B) are determined. The adjusted issue price of an obligation is its issue price plus the amount of accrued original issue discount, if any, as of the date of determination.

General Representations. Each Provider represents, warrants and covenants, as applicable, that: (a) it has and shall maintain throughout the term of the Parties represents this Agreement all appropriate license(s) and warrants to and for the benefit of the other Parties as follows: 16.1.1 each of them certification(s) mandated by governmental regulatory agencies; (which is a corporationb) is a company with limited liability duly registered and validly existing under its law of incorporationit is, and has will remain throughout the power term of this Agreement, accredited by The Joint Commission or another applicable accrediting agency recognized by Company; (c) it is, and authority will remain throughout the term of this Agreement, in compliance with all applicable Federal and state laws and regulations related to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and each the services to be provided hereunder, including, without limitation, statutes and regulations related to fraud, abuse, discrimination, disabilities, confidentiality, false claims and prohibition of them kickbacks; (d) it is certified to participate in the Medicaid and Medicare programs; (e) it has established an ongoing quality assurance/assessment program which includes, but is a corporationnot limited to, credentialing of employees and subcontractors and shall supply to Company the relevant documentation, including, but not limited to, internal quality assurance/assessment protocols, state licenses and certifications, Federal agency certifications and/or registrations upon request; (f) has taken all health care personnel employed by, associated or obtained all necessary corporate contracted with Provider who treat Members: (i) are and other action to authorise will remain throughout the execution and delivery of this Agreement; 16.1.3 neither the execution nor delivery term of this Agreement appropriately licensed and/or certified (when and as required by itstate law) and supervised, nor the consummation of the transactions contemplated hereby or thereby will: and qualified by education, training and experience to perform their professional duties; and (aii) (where it is a corporation) violate any provision of its memorandum of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done act within the statutory period scope of their licensure or certification, as the case may be; 16.1.5 there ; (g) its credentialing, privileging, and re-appointment procedures are no pending proceedings or outstanding commitments against it which could have an adverse material impact on in accordance with its ability to perform its obligations herein; 16.1.6 it is not insolvent medical staffs by-laws, regulations, and policies, comply with The Joint Commission standards, meet the querying and reporting requirements of the National Practitioner Data Bank (where it is a corporate entity“NPDB”) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution and Healthcare Integrity and Protection Data Bank (or analogous proceedings“HIPDB”), and fulfill all applicable state and Federal standards; (h) this Agreement has been presented executed by its duly authorized representative; and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with executing this Agreement and performing its obligations under this Agreement hereunder shall not cause Provider to violate any term or (ii) which has covenant of any other agreement or could have a material adverse effect on itarrangement now existing or hereinafter executed.

General Representations. Each of the Parties Seller represents and warrants to warrants, on the Agreement Date or the date of its Seller Accession Agreement (as applicable) and for the benefit date of each Offer that that Seller makes (or is made on its behalf by the other Parties as follows:Sellers' Agent): 16.1.1 each of them (which is a corporation) is a company with limited liability duly registered and validly existing under its law of incorporation, and 7.1.1 it has the power and authority to own assets and to conduct the business which it conducts; 16.1.2 each of them has the power to enter into, exercise its rights and perform and comply with its obligations under this Agreement and under, each of them (Transaction Document to which it is a corporation) has taken or obtained all necessary corporate and other action to authorise the execution and delivery of this Agreementparty; 16.1.3 neither 7.1.2 the execution nor delivery of this Agreement obligations expressed to be assumed by itit under each Transaction Document to which it is a party are legal, nor valid, binding and enforceable; 7.1.3 the consummation of entry into and performance by it of, and the transactions contemplated hereby or thereby willby, each Transaction Document to which it is a party do not and will not conflict with: (a) any law or regulation applicable to it (where it is a corporation) violate including, without limitation, any provision anti-bribery and corruption laws, laws related to the prevention of its memorandum of associationmoney laundering and terrorist financing, articles of association, bye Sanctions and export controls laws (including any requirement for import or other constitutive documentsexport licenses)); (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affectedconstitutional documents; or (c) conflict with any agreement or result in any breach of instrument binding upon it or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties assets; 7.1.4 no Insolvency Event has happened (or assets pursuant to any is pending or threatened) in respect of that Seller; 7.1.5 in connection with this Agreement and the terms, conditions or provisions fulfilment of any note, bond, mortgage, indenture, permit, licence, franchise, agreement or other instrument or obligation its obligations under each Transaction Document to which it is a party or by which it or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in orderparty: (a) it has not violated and shall not violate any applicable anti-bribery and anti-corruption laws and regulations, including, but not limited to, any relevant provision of any applicable anti-bribery laws and regulations in force in the jurisdiction where it and the Bank are domiciled and operate (“Anti-Bribery Laws”); (b) it is not, and undertakes that it shall not, engage in the following conduct: making of payments or transfers of value, offers or promises or giving of any financial or other advantage, or requests, agreements to enable receive or acceptances of any financial or other advantage, either directly or indirectly, having the purpose, effect or acceptance of, or acquiescence in, public or commercial bribery or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity; and (c) it to lawfully enter into, exercise shall procure the compliance with the above obligations from its rights and perform and comply with own associated persons or agents as may be used for its respective fulfilment of obligations under this Agreement; and 7.1.6 neither it nor any of its subsidiaries, directors, officers, employees, agents, or affiliates is a person that is, or is owned or controlled by any individual or entity (each a “Person”) that is: (a) the subject of any Sanctions issued, administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or the Hong Kong Monetary Authority (collectively, “Sanctions”); or (b) to ensure located, organised or resident in a country or territory that those obligations are legally binding and enforceable have been doneis, fulfilled and obtained and there has been no default in or whose government is, the observance subject of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition or application in its respective country of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakingsSanctions; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as 7.1.7 it is aware, threatened (i) to restrain in compliance and shall comply with all applicable data protection and other laws for the entry into, exercise of its rights under same or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.similar purpose in all relevant jurisdictions. ​ ​ ​ ​

General Representations. Each of the Parties The Shipowner hereby represents and warrants to and for that the benefit following are true statements as of the other Parties as followsdate hereof and further warrants that they shall remain true thereafter: 16.1.1 each of them (which 1) The Shipowner is a corporation) is a company with limited liability duly registered and organized, validly existing and in good standing under the laws of the jurisdiction designated in the initial paragraph of the Special Provisions hereof and shall maintain such existence. The Shipowner has not failed to qualify to do business in any jurisdiction in the United States in which its law of incorporationbusiness or properties require such qualification, and had and has the full legal right, power and authority to own its own properties and assets and to conduct the its business which as it conductsis presently conducted; 16.1.2 (2) the Shipowner had and has legal power and authority to enter into and carry out the terms of the Guarantee Commitment, the Construction Contract, Bond Purchase Agreement, Obligations, Indenture, Security Agreement, Administrator's Note, Mortgage, Financial Agreement, and Depository Agreement (the “Documents”); (3) each of them the Documents has been duly authorized, executed and delivered by the power to enter intoShipowner and constitutes, exercise its rights and perform and comply in accordance with its obligations under this Agreement respective terms, legal, valid and each binding instruments enforceable against the Shipowner, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws of them (which is a corporation) has taken general application relating to or obtained all necessary corporate and other action affecting the enforcement of creditors rights as from time to authorise the execution and delivery of this Agreementtime in effect; 16.1.3 neither the execution nor delivery of this Agreement by it, nor (4) the consummation of the transactions contemplated hereby or thereby will: (a) (where it is a corporation) by and compliance by the Shipowner of all the terms and provisions of the Documents will not violate any provision provisions of its memorandum the formation documents of association, articles of association, bye laws or other constitutive documents; (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to it or by which its properties or assets is bound or affected; or (c) conflict with or the Shipowner and will not result in any a breach of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others under any rights of termination, acceleration or cancellation of, or result in the creation of, any lien, charge or Encumbrance on any of its properties or assets pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, permit, licence, franchise, other agreement or other instrument or obligation to which it is a party undertaking by the Shipowner or by which it the Shipowner is bound or any order of any court or administrative agency entered into in any proceedings to which the Shipowner is or has been a party; and (5) there is no litigation, proceeding or investigation pending or, to the best of the Shipowner’s knowledge, threatened, involving the Shipowner or any of its properties or assets is bound or affected; 16.1.4 all actions, conditions and things required to be taken, fulfilled and done including the obtaining of any authorisations, filings, registration, documentation or claim in order: (a) to enable it to lawfully enter into, exercise its rights and perform and comply with its respective obligations under this Agreement; and (b) to ensure that those obligations are legally binding and enforceable have been done, fulfilled and obtained and there has been no default in the observance of the conditions or restrictions (if any imposed) in or in connection with any of the same, have been taken, fulfilled and done or will be taken, fulfilled and done within the statutory period as the case may be; 16.1.5 there are no pending proceedings or outstanding commitments against it property which could have an adverse material impact on its ability to perform its obligations herein; 16.1.6 it is not insolvent and (where it is a corporate entity) no petition prevent or application in its respective country jeopardize the performance by the Shipowner of incorporation or elsewhere for its winding up or dissolution (or analogous proceedings) has been presented and served on it and no order has been made or effective resolution passed for its winding up and no administrator or receiver and manager or judicial manager or similar officer has been appointed over any part of its material assets or undertakings; and 16.1.7 no litigation, arbitration or administrative proceedings are current or pending or, so far as it is aware, threatened (i) to restrain the entry into, exercise of its rights under or performance or enforcement of or compliance with its obligations under this Agreement or (ii) which has or could have a material adverse effect on it.the Documents;