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7.1 .D. - Page 26 Exhibit E Form of Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION OF IMPROVEMENT AGREEMENT (Main+ Marshall, 601 Main Street) THIS ASSIGNNIENT AND ASSUMPTION OF THE IMPROVEMENT AGREEMENT ("AssignmenY�is made as of , 20 ,by and between LMI Redwood City Holdings, LLC, a Delaware limited liability company ("Assignor'� and , a ("Assignee"), and is consented to by the City of Redwood City, a charter city and municipal corporation ("City'�. RECITALS A. Assignor and the City are parties to that certain Improvement Agreement dated as of November , 2013 (the "AgreemenY'), which Agreement commits the Assignor to construct and install certain public improvements including street and street light improvements, storxn drain systems, domestic water systems and sanitary sewer systems for that certain real property situated at 601 Main Street in the City of Redwood City, consisting of a residential community. Capitalized terxns not otherwise defined shall have the meanings set forth in the Agreement. B. Section 30 of the Agreement authorizes the Assignor to assign its obligations under the Agreement with the prior written approval of the City. C. Assignor desires to assign and transfer to Assignee, and Assignee desires to assume and accept from Assignor, all of Assignor's rights and obligations as set forth in the Agreement. AGREEMENTS NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the parties agree as follows: 1. Assi¢nment. Assignor hereby assigns, sells and transfers to Assignee all of Assignor's right, title and interest in and to the Agreement. 2. Assumntion. Assignee hereby accepts this assignment of the Agreement and agrees to be bound by all of the terxns and conditions of the Agreement. 3. Effectiveness. This Assignment shall be effective as of the date first set forth above. From and after such date, Assignee shall be entitled to all of the rights and bound by all of the obligations set forth in the Agreement. Upon the execution of this Assignment, Assignee shall constibxte the "Developer"under the Agreement and Assignor shall be fixlly relieved of the obligations hereunder and shall have no liability for any default or failure to perforxn occurring from and after the date ofthis Assignment. 4. Securitv. Upon the effective date of this Assignment,the City shall release Assignor's security for payment and perforxnance and/or warranty (as applicable)provided that the Assignee has ATN/AGR/2013.217/IMPROVEMENT AGR 601 MAIN ST REV: 11-12-13 VR Page 22 0£24