EXHIBIT “K”

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of ________________________________, 2008 by and between RELATED/SANTA MONICA VILLAGE, LLC., a California limited liability company (“Assignor”), and _____________________________________________ (“Assignee”).

RECITALS

A. Assignor has certain rights and obligations (the “Rights” and the “Obligations,” respectively) with regard to the following parcels of real property:

PARTICIPATING PARCEL

[insert applicable parcel A, B or C and its legal descriptions]

B. Such Rights and Obligations are described in that certain Development Agreement (“DA”) entered into by and between the City of Santa Monica (the “City”) and the Assignor (“Developer” therein) on _______________, 2008, which document is a record on file in the offices of the City Clerk of the City of Santa Monica. The DA is incorporated herein by this reference as though fully set forth herein. DA as used herein shall mean, refer to and include the DA, as well as any exhibits, mitigation measures, conditions of approval, implementation agreements, amendments and attachments thereto (which are hereby incorporated herein by this reference) or other documents expressly incorporated by reference in the DA. Any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the DA.

C. Pursuant to Section 13 of the DA, Assignor has the right and desires to assign the Rights and Obligations to Assignee, and Assignee desires to assume the Rights and Obligations.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee hereby agree as follows

1. Assignment. Effective as of the date of this Assignment, which shall occur concurrently with the full execution of this Assignment by the Assignor, Assignee, and City, Assignor hereby assigns all of the Rights to Assignee.

2. Acceptance and Assumption. Assignee hereby accepts the assignment of the Rights from Assignor and assumes all of the Obligations arising from and after the date of this Assignment. Assignee agrees to perform all of the Obligations in accordance with the DA. Assignor and Assignee acknowledge that Assignor shall not be relieved of its duty to comply with the Obligations until the City has executed its consent to this assignment and acceptance.

3. Assignee Address. The principal address of Assignee for purposes of the DDA is as follows:

_____________________________

_____________________________

_____________________________

4. Miscellaneous.

(a) This Assignment shall be determined in accordance with and governed by the laws of the State of California.

(b) This Assignment may be executed in counterparts, each of which shall be deemed an original and which, when taken together, shall constitute a complete instrument.

(c) Each party agrees to perform any further acts, and to execute and deliver any further documents that may be reasonably necessary or required to carry out the intent and provisions of this Assignment and the transactions contemplated hereby.

(d) This Assignment shall bind and inure to the benefit of the respective heirs, personal representatives, grantees, successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed by their duly authorized officers as of the day and year first written above.

ASSIGNOR: RELATED/SANTA MONICA VILLAGE, LLC, a California limited liability company By: Name: Title:

ASSIGNEE: _______________________________________ _______________________________________ By: _________________________________ _________________________________ By: Name: Title:

CONSENT TO ASSIGNMENT AND ASSUMPTION

In reliance upon the assumption by _____________________________________, as Assignee, of all Rights and Obligations pursuant to the foregoing Assignment and Assumption Agreement, the CITY OF SANTA MONICA does hereby consent to and approve of the assignment of the Rights and Obligations by RELATED/SANTA MONICA VILLAGE, LLC, a California limited liability company, to Assignee.

CITY OF SANTA MONICA

Dated:________________ By: __________________________

ATTEST:

City Clerk

REVIEWED AND APPROVED

AS TO FORM:

City Attorney

By:

Marsha Jones Moutrie