Common use of Representations and Warranties of the Assignee Clause in Contracts

Representations and Warranties of the Assignee. The Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated by this Agreement are commercial lending transactions entered into in the ordinary course of the lending business of the Assignee.

Representations and Warranties of the Assignee. The Assignee hereby represents and warrants warrants, as of the date hereof, to the Assignor Authority as follows: (a) The ▇▇▇▇ has been reviewed by the Assignee and its counsel. The Assignee is knowledgeable about the Project and has made an independent investigation of all facts and circumstances deemed relevant to it in connection with the acquisition of the Project and has reviewed and is familiar with all of the terms, provisions and conditions of the ▇▇▇▇ and all of the obligations thereunder which have been assumed in their entirety by the Assignee under this Agreement. (b) The Assignee has obtained all consents, authorizations and approvals from all governmental agencies and other authorities necessary for its acquisition of the Project. The Authority approved the transfer of the Project to the Assignee at the Authority’s Board meeting of , 2013. (c) The Assignee represents to the Authority that: (i) it has all requisite power and authorityauthority and all necessary licenses and permits to own and operate its properties and to carry on its business as now conducted, including, without limitation, its acting as owner of the Project; (ii) it has full power, authority and has taken all action necessary legal right to enter into, execute and deliver this Agreement and to fulfill its assume and perform the obligations underunder the ▇▇▇▇, and consummate to engage in the transactions contemplated by, this Agreementthereby; (biii) it has the execution, delivery and compliance with the terms hereof by Assignee creditworthiness and the delivery of all instruments required management ability to be delivered operate the Project in the manner contemplated by it hereunder do not and will not violate any Governmental Requirement applicable to itthe ▇▇▇▇; (civ) this Agreement the correct legal name of the Assignee is TCRG NORTH MIAMI APARTMENTS, LLC, and it has been duly executed and delivered by it and constitutes properly organized under the legal, valid and binding obligation laws of the Assignee, enforceable against it State of Florida and is in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms good standing in such state as of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignordate hereof, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision is legally authorized to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained do business in Section 4.06(d)[(i)][ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]Florida; and (g) the transactions contemplated by this Agreement are commercial lending transactions entered into in the ordinary course of the lending business of the Assignee.

Representations and Warranties of the Assignee. The Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments Loan Documents and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated by this Agreement are commercial lending banking transactions entered into in the ordinary course of the lending banking business of the Assignee.

Representations and Warranties of the Assignee. The ---------------------------------------------- Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated by this Agreement are commercial lending banking transactions entered into in the ordinary course of the lending banking business of the Assignee.

Representations and Warranties of the Assignee. The ---------------------------------------------- Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments Loan Documents and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii)] 4.06(d)(i)(1) of the Credit Agreement are true and accurate as to it [IF (iiAssignee. If Section 4.06(d)(i)(2) IS SELECTED ADD: andis applicable to the Assignee, the Assignee has contemporaneously herewith delivered shall promptly deliver to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated by this Agreement are commercial lending banking transactions entered into in the ordinary course of the lending banking business of the Assignee.

Representations and Warranties of the Assignee. The Assignee Assignee: (a) represents and warrants to the Assignor as follows: that (ai) it has all requisite full power and authority, and has taken all action necessary necessary, to execute and deliver this Agreement Assignment and Assumption and to fulfill its obligations under, and consummate the transactions contemplated byhereby and to become a Lender under the Credit Agreement, this (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement; ), (biii) from and after the executionEffective Date, delivery and compliance with it shall be bound by the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms provisions of the Credit Agreement and as a Lender thereunder and, to the other Security Instruments and extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has independently and without reliance upon received a copy of the AssignorCredit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 10.03 thereof, as applicable, and based on such other documents and information as the Assignee it has deemed appropriate, made appropriate to make its own credit analysis and decision to enter into this Agreement; Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender and (fv) if it is a foreign Lender, attached to the Assignee hereby affirms that Assignment and Assumption is any documentation required to be delivered by it pursuant to the representations contained in Section 4.06(d)[(i)][ii)] terms of the Credit Agreement are true Agreement, duly completed and accurate executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to it [IF make its own credit decisions in taking or not taking action under the Loan Documents and (ii) IS SELECTED ADD: and, it will perform in accordance with their terms all of the Assignee has contemporaneously herewith delivered to obligations which by the Administrative Agent and terms of the Borrower such certifications as Loan Documents are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated be performed by this Agreement are commercial lending transactions entered into in the ordinary course of the lending business of the Assigneeit as a Lender.

Representations and Warranties of the Assignee. The Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation obligations of the Assignee, enforceable against it in accordance with its the terms; (d) all approvals and authorizations of, of all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii4.06(d)[(i)][(ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated by this Agreement are commercial lending banking transactions entered into in the ordinary course of the lending banking business of the Assignee.

Representations and Warranties of the Assignee. The Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated by this Agreement are commercial lending banking transactions entered into in the ordinary course of the lending business of the Assignee.

Representations and Warranties of the Assignee. The Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]; and (g) the transactions contemplated by this Agreement are commercial lending banking transactions entered into in the ordinary course of the lending banking business of the Assignee.

Representations and Warranties of the Assignee. The Assignee represents and warrants to the Assignor as follows: (a) it has all requisite power and authority, and has taken all action necessary to execute and deliver this Agreement and to fulfill its obligations under, and consummate the transactions contemplated by, this Agreement; (b) the execution, delivery and compliance with the terms hereof by Assignee and the delivery of all instruments required to be delivered by it hereunder do not and will not violate any Governmental Requirement applicable to it; (c) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against it in accordance with its terms; (d) all approvals and authorizations of, all filings with and all actions by any Governmental Authority necessary for the validity or enforceability of its obligations under this Agreement have been obtained; (e) the Assignee has fully reviewed the terms of the Credit Agreement and the other Security Instruments and has independently and without reliance upon the Assignor, and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Agreement; (f) the Assignee hereby affirms that the representations contained in Section 4.06(d)[(i)][ii4.06(d)[(i)][(ii)] of the Credit Agreement are true and accurate as to it [IF (ii) IS SELECTED ADD: and, the Assignee has contemporaneously herewith delivered to the Administrative Agent and the Borrower such certifications as are required thereby to avoid the withholding taxes referred to in Section 4.06]4.061; and (g) the transactions contemplated by this Agreement are commercial lending banking transactions entered into in the ordinary course of the lending banking business of the Assignee.