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REV: 09-14-2022 SK <br />1. Assignment. Assignor hereby assigns, conveys, transfers and sets over unto <br />Assignee all of Assignor’s rights and benefits under the Regulatory Agreement. <br />2. Assumption of Obligations. Assignee hereby assumes and agrees to timely <br />discharge, perform and to be bound by all of the liabilities, duties, and obligations imposed in <br />connection with the Regulatory Agreement, whether arising before or after the date of this <br />Assignment, to the same extent as if the Assignee had been the original party thereto. <br />3. Successors and Assigns. This Assignment shall be binding upon and shall inure to <br />the benefit of the successors and assigns of the respective parties hereto. <br />4. General Provisions. <br />4.1 Effectiveness. This Assignment shall be effective as of the date first set <br />forth above, subject to Section 2 above. <br />4.2 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 />4.3 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 />4.4 Governing Law. This Assignment shall be governed, construed and <br />enforced in accordance with the laws of the State of California. <br />4.5 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 />ATTY/AGR.2022.341/IQHQ Elco Yards, LP (Page 5 of 9)