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WHEREAS, the Assignor has agreed to enter into this Assignment in consideration for receipt
of an amount equal to the Bond Purchase Price from the Purchaser and to assign and transfer all
of Assignor’s right, title and interest in, and any and all rights, duties and obligations under, or with
respect to, the Bonds, the Bond Documents, Project Assets and the Transaction Documents,
including Assignor’s (and/or any of its affiliate’s) interest in any amounts of principal and interest
paid or payable from time to time on the Bonds on and after the Effective Date and any of
Assignor’s other rights and obligations with respect to the Transaction Documents, to Assignee,
and Assignee has agreed to accept and assume all rights and obligations from Assignor under the
terms hereof.
NOW, THEREFORE, for value received and in consideration of the mutual covenants, terms
and conditions set forth herein, the payment by Assignee of the Bond Purchase Price and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1.
Definitions. All capitalized terms used in this Assignment but not otherwise defined
herein are given the meanings set forth in the Bond Documents.
2.
Assignment. Assignor hereby assigns, grants, conveys and transfers to Assignee all
of Assignor’s right, title, interest and obligations with respect to the Bonds and all of Assignor’s
right, title, interest and obligations in and to the Bond Documents, the Project Assets and the
Transaction Documents. Assignor hereby irrevocably directs the Bond Agent to transfer said Bonds
to Assignor on the books of the Issuer and the Bond Agent, with full power of substitution in the
premises. The address of such Assignee is as follows:
Standard Property Company, Inc.
1901 Avenue of the Stars, Suite 395
Los Angeles, California 90067
Attn: Jeffrey Jaeger and Christopher Cruz
E-mail: jjaeger@standard-companies.com
and ccruz@standard-companies.com
[with a copy to:
Standard Property Company, Inc.
31899 Del Obispo Street, Suite 150
San Juan Capistrano, CA 92675
Attn: Brad Martinson, Chief Legal Officer
E-mail: bmartinson@standard-companies.com]
3.
Assumption. Assignee hereby accepts such assignment and assumes all of
Assignor’s duties and obligations with respect to the Bond Documents and arising and accruing on
and after the Effective Date. Assignor shall remain liable for any and all duties and obligations
under the Bond Documents arising or accruing prior to the Effective Date.
4.
Transfer of Bonds. Assignor and Assignee will cooperate to have ownership of the
Bonds transferred on the Bond Register maintained by the Issuer, or such other responsible third
party such as a Trustee, and a new replacement bond showing Assignee as owner thereof delivered
in exchange for the assets contemplated in this Assignment, including but not limited to any
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