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2. Assumption. Assignee hereby accepts such assignment and assumes any <br />outstanding obligations from and after the Assignment Date, subject to the terms and conditions <br />of the Landscape Agreement. This Assignment is entered into between the parties hereto for <br />purposes of satisfying the requirements set forth in Section 15 of the Landscape Agreement. <br />Assignor shall remain solely liable and responsible for all obligations under the Landscape <br />Agreement prior to the Assignment Date, and Assignor hereby agrees to protect, indemnify and <br />hold harmless Assignee from any and all obligations and any claims, liabilities, losses, costs, <br />damages and expenses (including, without limitation, reasonable attorneys' fees) which may arise <br />in connection with such obligations under the Landscape Agreement prior to the Assignment Date. <br />3. Notice. Section 16 of the Landscape Agreement is hereby amended, in part, to <br />delete the address of the "Developer" stated therein and replaced as follows: <br />"To Property Owner's successor in interest: <br />SF FRANKLIN 2022, LLC <br />c/o Acacia Capital <br />101 South Ellsworth Avenue, Suite 300 <br />San Mateo, CA 94401-3911 <br />Attention: Amanda Lindberg and Andrew Grubbs" <br />4. Azreement in Full Force and Effect. Except as specifically modified herein, all <br />the terms, covenants, conditions and provisions of the Landscape Agreement are hereby ratified <br />and shall remain in full force and effect. <br />5. Governing Law; Venue. This Assignment shall be governed by and construed in <br />accordance with the substantive laws of the State of California. The parties agree that any legal <br />action arising under or related to this Assignment shall be subject to the exclusive jurisdiction and <br />venue of the courts of San Mateo County, California. <br />6. Binding Obligations., The provisions of this Assignment shall be binding upon and <br />inure to the benefit of Assignor and Assignee and their respective successors and permitted assigns. <br />The parties mutually agree to execute such other and further assurances as may be reasonably <br />requested to confirm the within assignment. <br />7. Recordine. This Assignment shall be recorded in the Official Records of San <br />Mateo County, California. <br />8. Counterparts. This Assignment may be executed in one or more counterparts, each <br />of which will be deemed an original, but all of which shall constitute one and the same document. <br />[Signatures appear on the followingpages.] <br />313874526v.2 <br />