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13.6 Headings, Intemretation. The section headings and captions used herein are solely <br />for convenience and shall not be used to interpret this Agreement. <br />13.7 Action or Approval. Whenever action and/or approval by City is required under <br />this Agreement, the City's City Manager or his or her designee may act on and/or approve such <br />matter unless specifically provided otherwise, or unless the City Manager determines in his or her <br />discretion that such action or approval requires referral to the City Council for consideration. <br />13.8 Severability. If any term, provision, or condition of this Agreement is held by a <br />court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement <br />shall continue in full force and effect unless an essential purpose of this Agreement is defeated by <br />such invalidity or unenforceability. <br />13.9 No Third Party Beneficiaries. Except as expressly set forth herein, nothing <br />contained in this Agreement is intended to or shall be deemed to confer upon any person, other <br />than the parties and their respective successors and assigns, any rights or remedies hereunder. <br />13.10 Parties Not Co -Venturers; No Agency Relationship. Nothing in this Agreement is <br />intended to or shall establish the parties as partners, co -venturers, or principal and agent with one <br />another. City neither undertakes nor assumes any responsibility or duty to Assignor or Assignee <br />or to any third party with respect to the Project. Neither Assignor nor Assignee shall have <br />authority to act as an agent of City or to bind City to any obligation. <br />13.11 Further Assurances. The parties agree to execute such further instruments and to <br />take such further actions as may be necessary or desirable in order to implement this Agreement. <br />13.12 Counterparts. This Agreement may be signed in multiple counterparts, each of <br />which shall be an original, and all of which taken together shall constitute one and the same <br />instrument. <br />[SIGNATURES ONFOLLOWING PAGE] <br />Page 7 of 12 <br />ATTY/AGR/2019.152 REDWOOD OAKS ASSOCIATES II LP —ASSIG NMENT AND LOAN MODIFICATION AGREEMENT <br />REV: 05-30-19 VR <br />