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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor hereby covenants, represents and warrants the following: (a) There are no fees and other amounts payable to the Issuer under the Assigned Documents that are currently due and payable or that have accrued but are unpaid. The Assignor is not in default (and no circumstances exist or fail to exist that, with the giving of notice or passage of time or both would constitute such a default) under any of the Assigned Documents. No material breaches, defaults or defenses have been asserted under any of the Assigned Documents by any of the parties thereto (including the Assignor). (b) The Assignor has the power and authority to enter into and perform its obligations under this Agreement and any other documents or instruments necessary or desirable in connection herewith. (c) The Assignor has received no notice from the Issuer, any taxing authority or any taxpayer regarding any challenge to any tax benefits arising by reason of the issuance of the Bonds or the existence of the Lease and Financing Agreement. The Project has been completed and the Assignor has good and marketable leasehold title to the Project and has not created, incurred or permitted to exist any lien or other encumbrance on the Project, except for such liens or encumbrances as may be permitted by the Lease and Financing Agreement. (d) Attached hereto as Exhibit B are true and correct copies of the Assigned Documents. The Assigned Documents have not been modified or amended and are in full force and effect. The Issuer has not assigned or pledged its interest in any of the Assigned Documents except as specifically provided therein. (e) As required by and in accordance with Section 9.01 of the Lease and Financing Agreement, the Assignor shall cause a notice of assignment and a copy of this Agreement to be delivered to the Issuer and the Owner within 30 days of the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit C. (f) The Assignor has maintained the books for the registration of the Bonds which are registered in the name of IP Eagle LLC. (g) From and after the Effective Date, the Assignor will at its own expense indemnify and hold harmless the Assignee from all actions, suits, losses, costs (including, without limitation, reasonable attorneys’ fees and expenses), obligations and liability arising with respect to (i) the Retained Liabilities, (ii) the Assignor’s default with respect to its covenants and obligations under this Agreement, and (iii) any misrepresentation or incorrect warranty of the Assignor set forth herein. The obligations of the Assignor under this Section 3(g) shall be absolute and unconditional and shall survive the expiration or termination of the Assigned Documents.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. The Assignor hereby covenants, represents and warrants the following: that (a) There are no fees and other amounts payable to on the Issuer under the Assigned Documents that are currently due and payable or that have accrued but are unpaid. The Assignor is not in default (and no circumstances exist or fail to exist that, with the giving of notice or passage of time or both would constitute such a default) under any date of the Assigned Documents. No material breachesdeposit of any Collateral in the Cash Collateral Account, defaults it will be the legal, record and beneficial owner of, and will have good and marketable title to, the Collateral subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or defenses have been asserted under any of other encumbrance whatsoever, except the Assigned Documents liens and security interests created by any of the parties thereto (including the Assignor). this Agreement; (b) The Assignor it has full corporate power, authority and legal right to pledge all the power and authority Collateral pledged by it pursuant to enter into and perform its obligations under this Agreement and any other documents or instruments necessary or desirable in connection herewith. Agreement; (c) The this Agreement has been duly authorized, executed and delivered by the Assignor has received no notice from the Issuerand constitutes a legal, any taxing authority or any taxpayer regarding any challenge to any tax benefits arising by reason valid and binding obligation of the issuance of the Bonds or the existence of the Lease and Financing Agreement. The Project has been completed and the Assignor has good and marketable leasehold title enforceable in accordance with its terms, except to the Project and has not createdextent that the enforceability hereof may be limited by applicable bankruptcy, incurred or permitted to exist any lien insolvency, reorganization, moratorium or other encumbrance on the Project, except for such liens similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or encumbrances as may be permitted by the Lease and Financing Agreement. at law); (d) Attached hereto as Exhibit B are true the pledge, assignment and correct copies granting of a security interest in the Cash Collateral Account pursuant to this Agreement creates, and upon the deposit in the Cash Collateral Account of any other Collateral pursuant to this Agreement will create, a valid and perfected first security interest in all of the Assigned Documents. The Assigned Documents have not been modified or amended Assignor's right, title and are in full force and effect. The Issuer has not assigned or pledged its interest in and to the Cash Collateral Account and the Collateral so deposited, as the case may be, and the proceeds thereof subject to no prior lien or encumbrance or to any agreement purporting to grant any third party lien or encumbrance on property or assets of the Assigned Documents except as specifically provided therein. Assignor which would include the Collateral, and no UCC or other filings are required to be made in connection with the foregoing or to perfect the security interests created hereby: (e) As required by and in accordance with Section 9.01 no consent of the Lease and Financing Agreement, the Assignor shall cause a notice of assignment and a copy of this Agreement to be delivered to the Issuer and the Owner within 30 days of the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit C. (f) The Assignor has maintained the books for the registration of the Bonds which are registered in the name of IP Eagle LLC. (g) From and after the Effective Date, the Assignor will at its own expense indemnify and hold harmless the Assignee from all actions, suits, losses, costs any other party (including, without limitation, reasonable attorneys’ fees and expenses), obligations and liability arising with respect to (i) the Retained Liabilities, (ii) the Assignor’s default with respect to its covenants and obligations under this Agreement, and (iii) any misrepresentation stockholder or incorrect warranty creditor of the Assignor set forth herein. The obligations or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with (except, in each case, as have been obtained or made on or prior to the Effective Date), any governmental authority is required to be obtained in connection with the execution, delivery or performance of this Agreement; and (f) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign or of the certificate of incorporation or by-laws of the Assignor under this Section 3(gor any of its Subsidiaries or of any securities issued by the Assignor or any of its Subsidiaries, or of any indenture, mortgage, deed of trust, lease, credit agreement or loan agreement, or any other agreement, contract or other instrument to which the Assignor or any of its Subsidiaries is a party or which purports to be binding upon the Assignor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) shall be absolute and unconditional and shall survive the expiration any lien or termination encumbrance on any of the Assigned Documentsassets of the Assignor or any of its Subsidiaries except as contemplated by this Agreement. The Assignor covenants and agrees that it will defend the Bank's right, title and security interest in and to the Collateral and the proceeds thereof, against the claims and demands of all persons whomsoever; and the Assignor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Bank as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Bank.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR. 4.1 The Assignor hereby covenants, represents and warrants to the following:Assignee on the Transfer Date that: 4. (a) There 1.1 it has not assigned, charged, or otherwise disposed of any of its right, title and interest with respect to the Transferred Receivable to any third party and that the assignment of the Transferred Receivable is not prohibited by law or by any agreements between the Debtor and the Assignor, that the assignment is not restricted to creditor’s person and that the very nature of the Transferred Receivable iscompatible with transferring to another; 4. 1.2 the transferability of the Transferred Receivable is not limited or excluded by law, any action, trust deed, mortgage or other agreement or instrument to which the Assignor is a party or by which it or anyof its assets is bound and title to the assets may be freely assigned to the Assignee; 4. 1.3 the Transferred Receivable exists and is legally valid; 4. 1.4 that there are no fees enforcement procedures and other amounts payable proceedings in relation to the Issuer under Transferred receivable which are listed in the Assigned Documents that are currently due and payable or that have accrued but are unpaid. Schedule 3 of this Agreement which Schedule 3 is the joint part of thisAgreement; 4.2 The Assignor is not undertakes that it shall if and when necessary according to any applicable law duly execute and deliver any necessary documents for any recording, filing, notification, registration, notarization of this Agreement or of a separate document referring to the Collaterals, as well as any other evidence, as maybe required in default (and no circumstances exist or fail to exist that, with obtaining all the giving of notice or passage of time or both would constitute such a default) under any of the Assigned Documents. No material breaches, defaults or defenses have been asserted under any of the Assigned Documents by any of the parties thereto (including the Assignor). (b) The Assignor has the power and authority to enter into and perform its obligations benefits under this Agreement and any other documents or instruments necessary or desirable in connection herewith. (c) The Assignor has received no notice from the Issuer, any taxing authority or any taxpayer regarding any challenge to any tax benefits arising by reason and/or of the issuance of the Bonds or the existence of the Lease rights and Financing Agreement. The Project has been completed and the Assignor has good and marketable leasehold title to the Project and has not createdpowers herein granted, incurred or permitted to exist including any lien or other encumbrance on the Project, except for such liens or encumbrances as registrations that may be permitted by the Lease and Financing Agreement. (d) Attached hereto as Exhibit B are true and correct copies of the Assigned Documents. The Assigned Documents have not been modified necessary to maintain valid or amended and are in full force and effect. The Issuer has not assigned or pledged its interest in any of the Assigned Documents except as specifically provided therein. (e) As required by and in accordance with Section 9.01 of the Lease and Financing Agreement, the Assignor shall cause a notice of assignment and a copy of preserve this Agreement to be delivered to the Issuer and the Owner within 30 days of the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit C. (f) The Assignor has maintained the books for the registration of the Bonds which are registered in the name of IP Eagle LLCand/or theCollaterals. (g) From and after the Effective Date, the Assignor will at its own expense indemnify and hold harmless the Assignee from all actions, suits, losses, costs (including, without limitation, reasonable attorneys’ fees and expenses), obligations and liability arising with respect to (i) the Retained Liabilities, (ii) the Assignor’s default with respect to its covenants and obligations under this Agreement, and (iii) any misrepresentation or incorrect warranty of the Assignor set forth herein. The obligations of the Assignor under this Section 3(g) shall be absolute and unconditional and shall survive the expiration or termination of the Assigned Documents.