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To Met Life: METROPOLITAN LIFE INSURANCE COMPANY <br />425 Market Street <br />Suite 1050 <br />San Francisco, CA 94105 <br />Attn: Asset Manager - Seaport <br />With copy to: METROPOLITAN LIFE INSURANCE COMPANY <br />425 Market Street <br />Suite 1050 <br />San Francisco, CA 94105 <br />Attn: Associate General Counsel <br />To HCP: Andrew R. Cressman <br />Vice President <br />HCP, Inc. <br />3000 Meridian Boulevard, Suite 200 <br />Franklin, TN 37067 <br />To the City: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Manager <br />With copy to: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Attorney <br />(f) Assi nment by SCOA or Owners. SCOA and Owners may assign their respective <br />obligations under this Agreement only with the prior written approval of the City in its sole and <br />absolute discretion; provided however an Owner may assign its rights and obligations under this <br />Agreement to an entity acquiring all of Owner's interests in the Property without any <br />filiate entity that owns, is owned by or <br />requirement of City approval, if such assignee is an af <br />under common ownership and control of Owner. In connection with any such assignment, <br />including any permitted assignment to an affiliate, SCOA, Owners and its or their assignee(s) <br />shall execute and deliver to City a written assignment and assumption agreement in a form <br />reasonably acceptable to the City Attorney. <br />(g) Binding a on Heirs Successors and Assi ns. The terms, covenants and <br />conditions of this Agreement shall be binding upon all heirs, successors and assigns of the <br />Parties hereto. <br />OAK #4819-4834-1908 v20 31 <br />