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After Recording Return to: <br /> Preston Thorgrimson <br /> Shidler Gates & Ellis <br /> 5400 Columbia Center <br /> 701 Fifth Avenue <br /> Seattle, Washington 98104 <br /> Attn: Christopher M. Carletti <br /> EXHIBIT E <br /> ASSIGNMENT AND DEED <br /> WHEREAS, the City of Everett, Washington (the "City") and <br /> Sierra Construction Co. , Inc. (the "Contractor" "Seller") have <br /> entered into a certain Amended and Restated Ground Lease dated as <br /> of , 1992 , (the "Amended and Restated Ground <br /> Lease") a memorandum of which is recorded under Snohomish County <br /> Auditor's Reference No. for the lease by Contractor <br /> Seller of certain real property (the "Property") owned by the City <br /> and legally described on Exhibit A hereto; and <br /> WHEREAS, Contractor Seller has pursuant to contract with the <br /> City constructed certain improvements on said Property (the <br /> "Improvements") which Improvements are legally described on <br /> Exhibit B hereto; and <br /> WHEREAS, the City and Contractor Seller have entered into an <br /> Amended and Restated Lease certain agreement for the lcacc (with <br /> an option to purchase) by City of the Property and Improvements <br /> dated as of 1992 (the "Amended and Restated Lease") ; <br /> and <br /> WHEREAS, the Contractor Seller has agreed to transfer the <br /> Improvements and assign its interest in the Amended and Restated <br /> Ground Lease and Amended and Restated Lease, each subject to the <br /> City's rights therein to (the <br /> "Underwriter") , and in consideration therefor has received from <br /> Security Pacific Bank Washington, N.A. , as trustee (the "Trustee") , <br /> acting on behalf of the Underwriter, the sum of <br /> ($ ) of which amount $ is being withheld <br /> by Trustee pending authorization for final payment by the City, and <br /> which total amount is the full Acquisition Price of the Seller's <br /> interest in the Amended and Restated Ground Lease, the Amended and <br /> Restated Lease and the Improvements, and the Underwriter has <br /> directed the Seller to assign said interests directly to the <br /> Trustee as described below for the benefit of the owners of the <br /> Certificates (as described below) ; Underwriter or it3 de3ignccs; <br /> B-E-1 <br />