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EXHIBIT E <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br />This Assignment and Assumption Agreement (this "Agreement") is entered into as of <br />, 20 , by and Eden Housing Inc., a California nonprofit public benefit <br />corporation (the "Assignor"), and , a (the "Assignee") with <br />the acknowledgement of the City of Redwood City, a California charter city (the "city"). <br />RECITALS <br />A. Assignor previously entered into that certain Affordable Housing Land Donation <br />Agreement, dated as of _, 20_ (the "Land Donation Agreement") under which the <br />Assignor agreed to acquire the property located at 847 Woodside Road, Redwood City, County of <br />San Mateo, State of California, as more particularly described in the Land Donation Agreement <br />(the "Affordable Site"), to develop, construct and operate approximately seventy-one (71) <br />affordable residential units and one unrestricted manager's unit (the "Affordable Development"). <br />B. Assignor desires to transfer all of Assignor's interest in the Affordable <br />Development and to assign to Assignee its rights, duties and obligations under the Land Donation <br />Agreement and Assignee desires to accept and assume each and all of the rights, duties, and <br />obligations of the Assignor under the Land Donation Agreement. <br />C. Pursuant to Section 4.4 of the Land Donation Agreement, the Assignor may assign <br />all of its right, title, interest and obligations under the Land Donation Agreement, provided that <br />such assignee shall assume in writing all of Assignor's obligations under the Land Donation <br />Agreement. <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 the date <br />this Agreement is entered into by the Assignor and Assignee as first written above, which is the <br />date Assignee acquired fee title to the Project from Assignor. <br />2. Assi ng ment. As of the Effective Date, Assignor transfers and assigns to Assignee <br />all of Assignor's rights, interests, benefits, privileges, and duties and obligations under the Land <br />Donation Agreement ("collectively the "Assigned Obligations"). <br />3. Assumption. As of the Effective Date, Assignor is assigning to Assignee and <br />Assignee is assuming the foregoing assignment of the Assigned Obligations and agrees to perform <br />and be bound by all of the terms, covenants, obligations and conditions imposed upon the Assignor <br />under the Land Donation Agreement for the benefit of the City, as if the Assignee were the original <br />signatory thereto, requiring performance subsequent to the Effective Date. The Assignee agrees to <br />be bound in every way by all of the grants, terms, conditions, and covenants in respect of the <br />Assignor contained in the Assigned Obligations occurring subsequent to the Effective Date. All <br />references in the Land Donation Agreement to the Assignor shall hereafter be deemed to be <br />references to the Assignee. <br />ATTY/AGR/2424.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT—EXHIBIT E—ASSIGNMENT& ASSUMPTION AGR <br />REV: 10-22-24 VR <br />Page 1 of 4 <br />