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ASSIGNOR: Redwood Oaks Associates LP <br />800 S. Claremont #210 <br />San Mateo, CA 94401 <br />Attention: Kate Comfort, Executive Director <br />ASSIGNEE: Redwood Oaks Associates II LP <br />800 S. Claremont #210 <br />San Mateo, CA 94401 <br />Attention: Kate Comfort, Executive Director <br />with a copy to: CREA Redwood Oaks, LP <br />30 South Meridian Street, Suite 400 <br />Indianapolis, IN 46204 <br />Attention: Asset Management <br />with a copy to: Nixon Peabody LLP <br />799 0 Street NW, Suite 500 <br />Washington, DC 20001-5327 <br />Attention: Matthew W. Mullen <br />CITY: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Attention: City Manager <br />With a copy to: Burke, Williams & Sorensen, LLP <br />1901 Harrison Street, 9s' floor <br />Oakland, CA 94612 <br />Attention: Susan E. Bloch, Esq. <br />13.2 Entire Agreement. This Agreement, together with the other documents referenced <br />in this Agreement contains the entire agreement among the parties with respect to the subject <br />matter hereof, and supersedes all prior written or oral agreements, understandings, representations <br />or statements among the parties with respect thereto. <br />13.3 Amendment. This Agreement may be amended or modified only by a written <br />instrument executed by the parties. <br />13.4 Attorneys' Fees. The prevailing party in any action to enforce or interpret this <br />Agreement shall be entitled to recover its reasonable attorneys' fees and costs <br />13.5 Governing Law: Venue. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of California without regard to principles of conflicts of laws. <br />Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of <br />San Mateo County, California or in the Federal District Court for the Northern District of <br />California. <br />Page 6 of 12 <br />ATfY/AGR/2019.152 REDWOOD OAKS ASSOCIATES II LP—ASSIGNMENT AND LOAN MODIFICATION AGREEMENT <br />REV: 05-30-19 VR <br />