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and bound by all of the obligations set forth in the Agreement. Upon the execution of <br />this Assignment, Assignee shall constitute the "Developer" under the Agreement and <br />Assignor shall be fully relieved of the obligations hereunder and shall have no liability <br />for any default or failure to perform occurring from and after the date of this <br />Assignment. <br />4. Binding Effect. This Assignment shall be binding on and inure to the benefit <br />of the parties, their respective heirs, successors and assigns. <br />5. Counterparts. This Assignment may be executed in counterparts, each of <br />which, when executed, shall be deemed an original. <br />6. 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 <br />all costs and expenses incurred in such proceedings, including reasonable attorneys' <br />fees. <br />7. Governinq Law. This Assignment shall be governed by the laws of the State <br />of California. <br />IN WITNESS WHEREOF, the parties have caused this Assignment to be duly <br />executed and delivered as of the date first written above. <br />ASSIGNOR: <br />By: <br />Name: <br />Title: <br />ASSIGNEE: <br />By: <br />Name: <br />Title: <br />REV: 4-12-2023 SK <br />ATTY/AGR.2023.071/SI XX, LLC (Broadway Plaza LMA) (Page 17 of 17) <br />