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When recorded mail to:
NCRC CDR LLC
c/o National Community Renaissance of California
9692 Haven Avenue, Suite 100
Rancho Cucamonga, California 91730
Attn: Kevin Lim
APN: 118-183-034 THROUGH 118-183-043, INCLUSIVE; 118-183-049; 118-183-051; 118-183- 053; 118-171-019 THROUGH 118-171-024, INCLUSIVE, 118-171-027 THROUGH 118-171-038, INCLUSIVE AND 118-171-040 THROUGH 118-171-046, INCLUSIVE, AND 118-171-054 THROUGH 118-171-056, INCLUSIVE.
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the “Agreement”) is entered into as of ____________ 2026, by and among National Community Renaissance of California, a California nonprofit public benefit corporation (f/k/a The Southern California Housing Development Corporation) (the “Assignor”) and NCRC CDR LLC, a California limited liability company (the “Assignee”), and the Housing Authority of the City of Corona, as successor-in-interest to the former Redevelopment Agency of the City of Corona, a public body, corporate and politic (the “Authority”). Assignor, Assignee and Authority shall collectively be referred to as the "Parties". The “Effective Date” of this Agreement shall be the date of recordation of this Agreement in the Official Records of the County of Riverside (“Official Records”).
RECITALS
A. The Authority made a loan (the “Loan”) to The Southern California Housing Development Corporation (who changed its name to National Community Renaissance of California via corporate amendment on February 15, 2007) in the original principal amount of One Million Two Hundred Thousand and 00/100 Dollars ($1,200,000.00) for the purpose of financing, in part, the rehabilitation expenses related to a one hundred sixty (160) unit affordable housing project (the “Project”) located in the City of Corona, State of California, described on Exhibit A attached hereto (the “Property”).
B. The Loan is evidenced by that certain Corona West Apartments Operation and Maintenance Agreement dated as of June 1, 1996, and recorded in the Official Records on October 13, 1996, as Instrument No. 218507, as amended by that certain unrecorded First Amendment to Operation and Maintenance Agreement Corona West Apartments dated as of January 31, 2011 and that certain Second Amendment to Operation and Maintenance Agreement, dated substantially concurrently herewith (together, the “Loan Agreement”), that certain Affordable Housing Agreement dated as of June 1, 1996, as amended by that certain First Amendment to the Affordable Housing Agreement Corona West Apartments, dated May 23, 1998 (together, the “AHA”), and that certain Amended and Restated Promissory Note Secured by Construction Deed of Trust dated substantially concurrently herewith (the “Note”). The Loan is secured by that certain Deed of Trust, Security Agreement and Fixture Filing 2 JAMIER\01200.20005\10320960.7
(With Assignment of Rents) dated as of June 1, 1996 and recorded in the Official Records on June 13, 1996 as Instrument No. 218508 (the “First Deed of Trust”), that certain Construction Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents and Agreements dated as of August 25, 1998 and recorded in the Official Records on October 14, 1998, as Instrument No. 444260 (the “Second Deed of Trust” and together with the First Deed of Trust, the “Deed of Trust”) and that Regulatory Agreement and Declaration of Restrictive Covenants dated June 1, 1996, and recorded in the Official Records on June 13, 1996, as Instrument No. 218506 (the “Regulatory Agreement”). ”). The Loan Agreement, the AHA, the Note, the Deed of Trust and the Regulatory Agreement are defined collectively as the “Loan Documents.”
C. Assignor is the sole member of the Assignee and has formed the Assignee for the purpose of further rehabilitating the Project. In connection therewith, Assignor and Assignee have applied for a new loan from JPMorgan Chase Bank, N.A., a national banking association, in the anticipated amount of up to Twelve Million Five Hundred Thousand and 00/100 Dollars ($12,500,000) (the “Chase Loan”).
D. Substantially concurrently herewith, Assignor shall transfer the Property and the Project to the Assignee.
E. In connection with the transfer of the Property, Assignor desires to assign to the Assignee all of Assignor’s right, title, interest and obligations under the Loan Documents, and the Assignee desires to accept such assignment.
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:
1. Assignment. Assignor hereby assigns to the Assignee all of Assignor’s right, title and interest in and obligations under the Loan Documents.
2. Acceptance. The Assignee hereby accepts such assignment, and hereby assumes all of the obligations of Assignor under the Loan Documents. Any reference to Assignor in the Loan Documents shall be deemed a reference to the Assignee. The Assignee agrees that all amounts due from Assignor pursuant to the Loan Documents from and after the Effective Date shall be paid directly by the Assignee.
3. Release of Assignor. The Assignee hereby releases Assignor from all obligations imposed under the Loan Documents.
4. Consent of Authority. Authority hereby consents to the assignment of the Loan Documents from Assignor to Assignee and hereby agrees to release Assignor from all obligations imposed under the Loan Documents.
5. Representations. Assignor hereby represents and warrants that it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the Loan Documents.
6. Notices to Assignee. The Assignee’s address for notices under the Loan Documents shall be:
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NCRC CDR LLC
c/o National Community Renaissance of California
9692 Haven Avenue, Suite 100
Rancho Cucamonga, California 91730
Attn: Kevin Lim
7. Conflicts. In the event of any conflict between this Agreement and the Loan Documents, this Agreement shall control.
8. Authority. Each of the Parties represents and warrants that it has the full power and authority to execute this Agreement and perform its respective obligations hereunder.
9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one document.
Signatures on Following Page
S-1
Assignment Agreement Seller Loan (Mar)
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date set forth above.
ASSIGNOR:
NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA,
a California nonprofit public benefit corporation
By: _________________________________
Kevin Lim, Chief Financial Officer
ASSIGNEE:
NCRC CDR LLC,
a California limited liability company
By: National Community Renaissance of California,
a California nonprofit public benefit corporation
its sole member
By: _______________________________
Kevin Lim, Chief Financial Officer
AUTHORITY:
CITY OF CORONA HOUSING AUTHORITY
a public body corporate and politic
By: ___________________________
Jacob Ellis
Executive Director
Attest:
_____________________________
Sylvia Edwards
Authority Secretary
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On ______________ before me, _______________________ (here insert name and title of the officer), personally appeared _________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________________ (Seal)
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On ______________ before me, _______________________ (here insert name and title of the officer), personally appeared _________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _______________________________ (Seal)
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EXHIBIT A
Legal Description