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Exhibit"D" <br /> Form of Assignment and Assumption Agreement <br /> ASSIGNMENT AND ASSUMPTION OF <br /> STORMWATER TREATMENT MEASURES MAINTENANCE AGREEMENT <br /> (Main+Marshall, 601 Main Street) <br /> THIS ASSIGNMENT AND ASSUMPTION OF THE STORMWATER TREATMENT <br /> MEASURES MAINTENANCE AGREEMENT("Assignment")is made as of ,20_, by <br /> and between LMI Redwood City Holdings, LLC, a Delaware limited liability company ("Assignor") <br /> and , a ("Assignee"). <br /> RECITALS <br /> A. Assignor and the City of Redwood City ("City") are parties to that certain Stormwater <br /> Treatment Measures Maintenance Agreement dated as of November , 2013 (the "Agreement"), <br /> which Agreement commits the Assignor to construct, operate,and maintain certain on-site stormwater <br /> treatment measures on that certain real property situated at 601 Main Street in the City of Redwood <br /> City, consisting of a residential community. Capitalized terms not otherwise defined shall have the <br /> meanings set forth in the Agreement. <br /> B. Section 2 ofthe Agreement authorizes the Assignor to assign responsibility for the maintenance <br /> of stormwater treatment measures and Section 13 of the Agreement authorizes the Assignor to assign <br /> responsibility for the Agreement in its entirety. <br /> C. Assignor desires to assign and transfer to Assignee,and Assignee desires to assume and accept <br /> from Assignor, all of Assignor's rights and obligations as set forth in the Agreement. <br /> AGREEMENTS <br /> NOW,THEREFORE, for good and valuable consideration,the receipt and adequacy of which <br /> are hereby acknowledged,the parties agree as follows: <br /> 1. Assignment. Assignor hereby assigns, sells and transfers to Assignee all of <br /> Assignor's right, title and interest in and to the Agreement. <br /> 2. Assumption. Assignee hereby accepts this assignment of the Agreement and <br /> agrees to be bound by all of the terms and conditions of the Agreement. <br /> 3. Effectiveness. This Assignment shall be effective as of the date first set forth <br /> above. From and after such date, Assignee shall be entitled to all of the rights and bound by <br /> all of the obligations set forth in the Agreement. Upon the execution of this Assignment, <br /> Assignee shall constitute the "Property Owner" under the Agreement and Assignor shall be <br /> fully relieved of the obligations hereunder and shall have no liability for any default or failure <br /> to perform occurring from and after the date of this Assignment. <br /> ATTY/AGR/2013.218/STMMA 601 MAIN STREET <br /> REV: 11-12-13 VR <br /> Page 14 of 15 <br />