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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
general partnership membership interests evidencing the ownership interests in 100% of the
Bonds, the Bond Documents, the Project Assets, and the Transaction Documents, which are free
and clear of any liens, and options, warrants, purchase rights or other contracts or commitments
and Assignor may sell, transfer, pledge, assign or otherwise dispose or transfer such assets to the
Assignor; (iii) the Bonds and the Bond Documents are in full force and effect between the Issuer
and the Purchaser, 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.
10.
Interpretation of Scope of Assignment. The scope of this Assignment of the rights
and obligations of the Transaction Documents by Assignor to Assignee and the reference to the
Bonds, Bond Documents, Project Assets and Transaction Documents shall be broadly construed.
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