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DRAFT
1
BOND ASSIGNMENT AND ASSIGNMENT AND ASSUMPTION
OF BOND DOCUMENTS AND PROJECT ASSETS
THIS BOND ASSIGNMENT AND ASSIGNMENT AND ASSUMPTION OF BOND
DOCUMENTS AND PROJECT ASSETS (this “Assignment”) is made as of _______, 2026 (the
“Effective Date”), by and between Jefferson-Newport News Limited Partnership, a Virginia
limited partnership, together with its affiliates (“Assignor” or “Seller”), and Standard James
River Owner LLC, a Virginia limited liability company, together with its affiliates (“Assignee”
or “Purchaser”). Assignor and Assignee are sometimes individually referred to herein as a
“Party” and collectively as the “Parties”.
WHEREAS, Assignor, also sometimes hereinafter referred to as the Seller, and Assignee, also
sometimes hereinafter referred to as the Purchaser, have executed a Fee Purchase Agreement dated
January 2, 2026, as the same may be amended or supplemented (the “Fee Purchase Agreement”)
whereby the Purchaser has agreed to acquire certain affordable housing projects from the Seller in
the City of Newport News in the Commonwealth of Virginia; and
WHEREAS, four (4) such properties are under contract by the Purchaser from the Seller
and/or its affiliates and the Parties are expected to close on or before the Effective Date, as
established in the Fee Purchase Agreement, as the same may be amended, supplemented or
otherwise extended; and
WHEREAS, the Newport News Redevelopment and Housing Authority, a political
subdivision of the Commonwealth of Virginia (the “Issuer”), has previously issued Multifamily
Housing Revenue Bonds (the “James River Flats Apartments”) in December of 2013 in the
original principal amount of $6,725,000 (the “Bonds”) as evidenced by various transaction
documents further described herein (the “Transaction Documents”); and
WHEREAS, such Transaction Documents include, but are not limited to, any of the Bond
financing documents (the “Bond Documents”) identified in Exhibit A attached hereto, such as the
Indenture of Trust, Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing
recorded in the land records of the City of Newport News, Virginia (the “City”) on December 13,
2013, for the benefit of the Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”), the Loan Agreement and Promissory Note, the Non Arbitrage and Tax Compliance
Agreement, together with all other such agreements, documents, certificates, mathematical
calculations and any other instruments entered and executed in connection with the Bonds and the
projects financed with the Bonds (the “Project Assets”)(collectively, the Bonds, the Bond
Documents and the Projects Assets shall collectively constitute the “Transaction Documents”);
and
WHEREAS, pursuant to the Fee Purchase Agreement, on or about the Effective Date, an
amount equal to the Bond Purchase Price (as defined in the Fee Purchase Agreement) shall be
delivered by Purchaser to Seller in consideration for acquiring the Bond under the terms thereof
and hereof; and
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