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EXHIBIT E <br /> ASSIGNMENT AND DEED <br /> WHEREAS, the City of Everett, Washington (the "City") and <br /> Lumpkin, Inc. (the "Lessor") "Seller") have entered into a certain <br /> amended and restated ground lease dated as of October _, 1991, <br /> (the "Amended and Restated Ground Lease") a memorandum of which i3 <br /> rccordcd under Snohomish County Auditor'3 Reference No. <br /> for the lease by Lessor Seller of certain real <br /> property (the "Property") owned by the City and legally described <br /> on Exhibit A hereto; and <br /> WHEREAS, Lessor Seller has pursuant to contract with the City <br /> 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 Lessor Seller have entered into a <br /> certain agreement for the lease (with an option to purchase) by <br /> City of the Improvements, which Lease has been amended and restated <br /> (the "Amended and Restated Lease") ; and <br /> WHEREAS, the Lessor Seller has agreed to transfer the <br /> Improvements and assign its interest in the Ground Lease and Lease, <br /> each subject to the City's rights therein to <br /> (the "Underwriter") , and in <br /> consideration therefor has received from Security Pacific Bank <br /> Washington, N.A. , as trustee (the "Trustee") , acting on behalf of <br /> the Underwriter, the sum of ($ ) of <br /> which amount $ is being withheld by Trustee pending <br /> authorization for final payment by the City, which total amount is <br /> the full Acquisition Price of the Lessor's Seller's interest in the <br /> Ground Lease (including retainage) , the Lease and the Improvements, <br /> and the Underwriter has directed the Lessor Seller to assign said <br /> interest directly to the Trustee as described below for the benefit <br /> of the Underwriter or its designees; <br /> NOW, THEREFORE, for good and valuable consideration, receipt <br /> of which is hereby acknowledged, the Lessor Seller hereby assigns <br /> and transfers, conveys and warrants to Security Pacific Bank <br /> Washington, N.A. , as Trustee ("Trustee") under that certain Trust <br /> Agreement dated , between the Trustee and the <br /> Underwriter: <br /> A. All of Lessor's Scller'3 right, title and interest in <br /> the Amended and Restated Ground Lease, by and between City and <br /> Lessor dated as of , a memorandum of which 13 rccordcd <br /> E-1 <br />