Common use of Representations, Warranties and Covenants of Assignor Clause in Contracts

Representations, Warranties and Covenants of Assignor. The Assignor hereby covenants, represents and warrants the following. (a) The Assignor is not in default in any material respect (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 the Lease Agreement. (b) The Assignor has the power and authority to enter into and execute this Agreement and any other documents or instruments necessary or desirable in connection herewith. (c) [As required by the Lease Agreement, the Assignor shall cause a copy of this Agreement to be delivered to the Issuer [and the Trustee] within [thirty (30)] days from the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit A.] (d) To Assignor’s knowledge, the Assignor has received no notice from the Issuer or any taxing authority regarding any challenge to any tax benefits arising by reason of the issuance of the Bonds or the existence of the Lease Agreement, and the Assignor shall use commercially reasonable efforts to assist the Assignee in securing any such benefit to which the Assignor is entitled by reason of the existence of the Bonds and/or the Lease Agreement. (e) Upon expiration or termination of the Lease Agreement and upon the written request of the Assignee, the Assignor will cooperate with the Assignee to cause title to the Project to be transferred from the Issuer to the Assignee or its assigns, which transfer of title will be in accordance with the procedures set forth in the Lease Agreement; provided, however, that nothing herein shall preclude the Assignee from approaching the Issuer directly to obtain title to the Project upon the expiration or termination of the Lease Agreement.

Representations, Warranties and Covenants of Assignor. The Assignor hereby covenants, represents and warrants the following: (a) The Assignor has caused the defeasance of the Bonds on or prior to the date hereof, and there are no further obligations with respect to the Bonds or under the Indenture. (ab) The Assignor is not in default in any material respect (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 the Lease Agreement. (bc) Interest on the Bonds is excludable from gross income of the holders thereof and Assignor is in compliance in all material respects with all representations and covenants in connection with the Bonds relating to tax exemption of interest on the Bonds. (d) The Assignor has the power and authority to enter into and execute this Agreement and any other documents or instruments necessary or desirable in connection herewith. (c) [As required by the Lease Agreement, the Assignor shall cause a copy of this Agreement to be delivered to the Issuer [and the Trustee] within [thirty (30)] days from the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit A.] (d) To Assignor’s knowledge, the Assignor has received no notice from the Issuer or any taxing authority regarding any challenge to any tax benefits arising by reason of the issuance of the Bonds or the existence of the Lease Agreement, and the Assignor shall use commercially reasonable efforts to assist the Assignee in securing any such benefit to which the Assignor is entitled by reason of the existence of the Bonds and/or the Lease Agreement. (e) Upon expiration or termination of the Lease Agreement and upon the written request of the Assignee, the Assignor will cooperate with the Assignee to cause title to the Project to be transferred from the Issuer to the Assignee or its assigns, which transfer of title will be in accordance with the procedures set forth in the Lease Agreement; provided, however, that nothing herein shall preclude the Assignee from approaching the Issuer directly to obtain title to the Project upon the expiration or termination of the Lease Agreement. (f) [As required by the Lease Agreement, the Assignor shall cause a copy of this Agreement to be delivered to the Issuer [and the Trustee] within [thirty (30)] days from the date hereof under notice in the form substantially similar to that which is attached hereto as Exhibit A.] (g) To the Assignor’s knowledge, the Assignor has received no notice from the Issuer or any taxing authority regarding any challenge to any tax benefits arising by reason of the issuance of the Bonds or the existence of the Lease Agreement, and the Assignor shall use commercially reasonable efforts to assist the Assignee in securing any such benefit to which the Assignor is entitled by reason of the existence of the Bonds or the Lease Agreement.