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5. Governing Law; Venue. This Assignment shall be interpreted and enforced in <br />accordance with the laws of the State of California without regard to principles of conflicts <br />of laws. Any action to enforce or interpret this Assignment shall be filed and litigated <br />exclusively in the Superior Court of San Mateo County, California or in the Federal District <br />Court for the Northern District of California. <br />6. Entire Agreement/Amendment. This Assignment constitutes the entire agreement <br />among the Parties with respect to the subject matter hereof, and supersedes all prior written <br />and oral agreements with respect to the matters covered by this Assignment. This <br />Assignment may not be amended except by an instrument in writing signed by each of the <br />Parties. <br />7. Further Assurances. Each Party shall execute and deliver such other certificates, <br />agreements and documents and take such other actions as may be reasonably required to <br />consummate or implement the transactions contemplated by this Assignment and the DA. <br />8. Successors and Assigns. Subject to the restrictions on transfer set forth in the DA, <br />this Assignment and all of the terms, covenants, and conditions hereof shall extend to the <br />benefit of and be binding upon the respective successors and permitted assigns of the <br />Parties. <br />9. Rights of City. All rights of City under the DA and all obligations to City under the <br />DA which were enforceable by City against Assignor [with respect to the Transferred <br />Property] prior to the Assignment Effective Date shall be fully enforceable by City against <br />Assignee from and after the Assignment Effective Date. <br />10. Rights of Assignee. All rights of Assignor and obligations to Assignor under the <br />DA which were enforceable by Assignor against City [vvith respect to the Transferred <br />Property] prior to the Assignment Effective Date shall be fully enforceable by Assignee <br />against City from and after the Assignment Effective Date. <br />11. Attorneys" Fees. In the event of any litigation pertaining to this Assignment, the <br />losing party shall pay the prevailing party's litigation costs and expenses, including without <br />limitation reasonable attorneys' fees. <br />12. City Consent; City is a Third -Party Beneficiary. City's countersignature below is <br />for the limited purposes of clarifying that there is privity of contract between City and <br />Assignee with respect to the DA. The City is an intended third -party beneficiary of this <br />Assignment, and has the right, but not the obligation, to enforce the provisions hereof. <br />13. Recordation. Assignor shall cause this Assignment to be recorded in the Official <br />Records of San Mateo County, and shall promptly provide conformed copies of the <br />recorded Assignment to City and Assignee. <br />14. Address for Notices. Assignee's address for notices, demands and communications <br />under Section 14.5 of the DA is as follows: <br />AM/AGR/2022.389/HARBOR VIEW Exhibit E-3 <br />PROJECT DEVELOPMENT AGREEMENT <br />REV: 10-28-2022 VR <br />