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REV: 09-14-2022 SK <br />Property, and Assignor shall constitute the “Developer” under the Subdivision Improvement <br />Agreement with respect to the Kopf Parcels B, C and E Property and the Backbone Infrastructure. <br />6.2 Attorneys’ Fees. The prevailing party in any litigation, arbitration or other <br />proceedings arising out of this Assignment shall be reimbursed by the other party for all costs <br />and expenses incurred in such proceedings, including reasonable attorneys’ fees. <br />6.3 Counterparts. This Assignment may be executed in one or more <br />counterparts, each of which shall be deemed an original, but all of which shall constitute one and <br />the same agreement after each party has executed such a counterpart. <br />6.4 Governing Law. This Assignment shall be governed, construed and <br />enforced in accordance with the laws of the State of California. <br />6.5 Further Assurances. The parties covenant and agree that they will execute <br />such other and further instruments and documents as are or may become necessary or convenient <br />to effectuate and carry out this Assignment. <br />[Signatures appear on the following page] <br />ATTY/AGR.2022.339/IQHQ Elco Yards, LP (Page 6 of 10)