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7.1 .D. - Page 39 Ez�hibit"C" Form of Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION OF LANDSCAPE NIAINTENANCE AGREEMENT (Main+ Marshall, 601 Main Street) THIS ASSIGNMENT AND ASSUMPTION OF THE LANDSCAPE MAINTENANCE AGREEMENT ("AssignmenY') is made as of , 20 , by and between LMI Redwood City Holdings, LLC, a Delaware limited liability company ("Assignor") and , a ("Assignee'�. RECITALS A. Assignor and the City of Redwood City ("City") are parties to that certain Landscape Maintenance Agreement dated (the "AgreemenY'), which Agreement commits the Assignor to maintain, repair, care for, and replace certain landscape improvements on that certain real property situated at 601 Main Street in the City of Redwood City, consisting of a residential community. Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement. B. Section 16 of the Agreement authorizes the Assignor to assign the Agreement in its entirety, provided that the Assignee expressly assumes all of the obligations set forth in the Agreement. 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. Assignment. Assignor hereby assigns, sells and transfers to Assignee, free and clear of all Liens, all of Assignor's right,title and interest in and to the Agreement. 2. Assumntion. Assignee hereby accepts this assignment ofthe Agreement and agrees to be bound by all of the terms, conditions, and covenants 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 ATN/AGR/2013.219/LANDSCAPE MAINTAGR 601 MAIN STREET REV: 11-12-13 VR Page 11 of 12