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2. REPRESENTATIONS <br /> 2.1. By Assignor. To induce the Assignee to accept the delivery of this Assignment, <br /> the Assignor hereby represents and warrants to the Assignee that, on the date hereof and at the <br /> time of such delivery: <br /> 2.1.1. The Assignor is the sole legal and beneficial owner of the Membership Interests. <br /> The Assignor has not sold, transferred or encumbered any or all of the Membership Interests. <br /> Subject to the provisions of the Agreement, the Assignor has the full and sufficient right at law <br /> and in equity to transfer and assign the Membership Interests, and is transferring and assigning <br /> the Membership Interests to the Assignee free and clear of any and all right, title or interest of <br /> any other person whatsoever. <br /> 2.1.2. The Assignor has been given no notice of any default by the Assignor in <br /> performing its obligations under the provisions of the Agreement and, to the best of the <br /> Assignor's knowledge, information and belief, the Assignor is not in default in performing those <br /> obligations; <br /> 2.1.3. The required consent of any member of the Company to this Assignment has been <br /> obtained; <br /> 2.1.4. Attached as Exhibit A is a true and complete copy of the Agreement and all <br /> amendments thereto; <br /> 2.1.5. Assignor represents that its capital balance in the Company as of the Effective <br /> Date is Two Hundred Ninety-One Thousand Six Hundred Three and 69/100 Dollars <br /> (291,603.69), representing the initial acquisition cost of the real estate asset and improvements <br /> made prior to this assignment of limited liability company, including transaction costs associated <br /> with the transfer; <br /> 2.1.6. Assignor represents that the Company has not previously made an election under <br /> Section 754 of the Internal Revenue Service Code of 1986; and <br /> 2.2. By Assignee. The Assignee covenants, warrants and represents to the Company <br /> and the Managing Member in the Company that: <br /> (a) the Membership Interest is being acquired for investment for the Assignee's <br /> own account and not with a view of offering it for sale or distribution; and <br /> (b) the Assignee has read the Agreement and agrees to be bound by the <br /> Agreement. <br /> 2.3. By Each Party. Each party represents and warrants to the other that it has been <br /> duly authorized to execute and deliver this Assignment, and to perform its obligations under this <br /> Agreement. <br /> Assignment of LLC Membership Interest—rage 2 of G <br />