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EXHIBIT E TO LAND EXCHANGE AGREEMENT FORM OF GENERAL ASSIGNMENT This General Assignment (this "Assignment") is executed this day of , 2006 by ("Assignor") in favor of and ("Assignee"), with reference to the following facts: A. Pursuant to that certain Land Exchange Agreement and Joint Escrow Instructions ("Agreement") dated of even date herewith, Assignor has agreed to convey that certain real property (and all rights, easements, privileges, tenements, hereditaments, appurtenances, reversions, remainders, licenses and benefits appurtenant, belonging to or running with said land, collectively, the "Land") to Assignee subject to and in accordance with the terms and conditions set forth therein. B. Pursuant to the Agreement, Assignor has agreed to assign to Assignee all of Assignor's right, title and interest in (i) all plans and specifications, warranties, guaranties, licenses, permits, entitlements, governmental approvals and certificates of occupancy that specifically relate to the Land and exist under applicable law as of the date hereof (including, but not limited to, those relative to the environmental or physical condition of the Land), (ii) all other intangible property that specifically relates to such land (collectively, the "Intangible Property"), subject to any rights of consent as provided therein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment ofIntangible Propertv. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to all of the Intangible Property. 2. Acceptance and Assumption of Liabilities. Assignee hereby accepts the foregoing assignment of the Intangible Property and hereby assumes all obligations with respect thereto which arise from and after the Effective Date 3. Effective Date. The "Effective Date" of this Assignment shall be the date that Assignee acquires title in and to the real property described on Exhibit A attached hereto as evidenced by a deed recorded in the Official Records of Orange County, California. 4. Consistency with Agreement. Nothing in this Assignment shall be construed to modifY or limit any provisions in the Agreement and in the event of any inconsistency between this Assignment and the Agreement, the latter shall govern and control. 5. "As-Is". Except as otherwise expressly provided in the Agreement to the contrary, the Intangible Property are transferred hereunder "as-is" without warranty or representation of any kind whatsoever, either express or implied. Exhibit E 40836735.16