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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 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 under the Bond Documents 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 the 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 membership interests or other rights evidencing the ownership by the Seller of the Bond
Documents, the Project Assets and the Transaction Documents. Concurrently with the execution
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