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membership interests or other rights evidencing the ownership by the Seller of the Transaction
Documents, if any. Concurrently with the execution and delivery of this Assignment, Assignor
will deliver a copy of this Assignment to Issuer and Bond Agent. The Parties hereby agree that
from and after the Effective Date all references to (i) “Bondholder”, and (ii) “Holder”, and words
of similar import in the Bond Documents shall mean and refer to Assignee, subject to the other
terms if this Assignment.
5.
Assignor Representations and Warranties. Assignor represents and warrants to
Assignee that: (i) Assignor is authorized to consummate the transactions and fulfill all of its
obligations described in this Assignment; (ii) Assignor is the sole owner and has good, title to the
ownership interests in 100% of the Bonds, the Bond Documents, the Project Assets and the
Transaction Documents which will be purchased by the Assignee, all of which are free and clear
of any liens, and options, warrants, purchase rights or other contracts or commitments Assignor
may sell, transfer, pledge, assign or otherwise convey to the Assignee; (iii) the Bonds and the Bond
Documents are in full force and effect between the Issuer and the Assignor, have not been
amended or modified otherwise (except to the extent related to, or in connection with, this
Assignment); (iv) there is no breach or default by the Assignor under the Bond Documents and any
documents related to the Bonds; (v) a photocopy of the original Bond (marked – “CANCELED”)
has been delivered by Assignor to Assignee on or before the Effective Date; (vi) the outstanding
principal balance on the Bonds as of the Effective Date is $__________, as certified by the
Assignor; and (vii) the accrued but unpaid interest on the Bonds as of the Effective Date is
$____________, as certified by the Assignor.
6.
Successors and Assigns. This Assignment shall inure to the benefit of and be
binding upon the Parties hereto and the respective legal representatives, successors and assigns of
the Parties hereto.
7.
Governing Law. This Assignment shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Virginia without giving effect to any
choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other
jurisdiction).
8.
Counterparts. This Assignment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. A signed copy of this Assignment delivered by email or other means of electronic
transmission (including pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) shall be deemed to have the same legal effect as delivery
of an original signed copy of this Assignment, and shall be admissible into evidence in any
proceeding as though the same were an original.
9.
Further Assurances. Each of the Parties hereto shall execute and deliver, at the
reasonable request of the other party hereto, such additional documents, instruments, conveyances
and assurances and take such further actions as such other party may reasonably request to carry
out the provisions hereof and give effect to the transactions contemplated by this Assignment.
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