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EXHIBIT J
<br />FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
<br />This Assignment and Assumption Agreement (this "Agreement") is entered into as of
<br />2020, by and among the 353 Main Street Apartments, LP, a California limited
<br />partnership (the "Assignor"), and , a (the "Assignee") with
<br />the consent of the City of Redwood City, a California charter city (the "City").
<br />RECITALS
<br />A. Assignor previously entered into that certain Loan Agreement dated as of June _,
<br />2020 (the "City Loan Agreement"), under which the City made a loan to the Assignee of Three
<br />Million Five Hundred Thousand Dollars ($3,500,000) (the "City Loan"), which the Owner used,
<br />together with funds obtained from other sources, for the acquisition, development and construction
<br />of approximately one hundred twenty-five (125) affordable units (the "Development"). The City
<br />Loan is evidenced by a certain note dated as of June _, 2020 (the "City Note").
<br />B. The City Loan is secured by that certain Deed of Trust with Assignment of Rents
<br />Security Agreement, and Fixture Filing, dated as of June _, 2020 and recorded on ,
<br />20_, in the official records of San Mateo County (the "Official Records"), California, as
<br />Document No. (the "City Deed of Trust"), by that certain Regulatory Agreement and
<br />Declaration of Restrictive Covenants, dated as of June _, 2020 and recorded on , 20_,
<br />in the Official Records, as Document No. (the "City Regulatory Agreement"), and by
<br />that certain Notice of Affordability Restrictions on Transfer of Property, dated as of June _, 2020
<br />and recorded on , 20_, in the Official Records, as Document No. (the "Notice
<br />of Affordability").
<br />C. Assignor desires to transfer all of Assignor's interest in the Development and to
<br />assign to Assignee its rights, duties and obligations under the City Loan Agreement, the City Note,
<br />the City Deed of Trust, the City Regulatory Agreement, and the Notice of Affordability
<br />(hereinafter collectively referred to as the "City Loan Documents") . Assignee desires to accept
<br />and assume each and all of the rights, duties, and obligations of the Assignor under the City Loan
<br />Documents.
<br />D. [Insert approval provisions for Permitted Transfer].
<br />NOW, THEREFORE, in consideration of the foregoing, and in consideration of the mutual
<br />promises of the parties hereto and for other good and valuable consideration, the receipt and
<br />sufficiency of which are hereby acknowledged, the parties agree as follows:
<br />I . Effective Date. As used in this Agreement, the "Effective Date" shall be ,
<br />20 or the date this Agreement is entered into by the Assignor and Assignee as first written above,
<br />which is the date Assignee acquired fee title to the Project from Assignor.
<br />2. Assignment. As of the Effective Date, Assignor transfers and assigns to Assignee
<br />all of Assignor's rights, duties and obligations under the City Loan Documents ("collectively the
<br />"Assigned Obligations")
<br />1199\09\2727850.8
<br />1199\09\2813169.3
<br />ATTY/AGR.2020 100/353 Main Street Apartments LP (Page 131 of 143)
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