DE SILVA GROUP - ASSIGNMENT ASSUMPTION AND RELEASE AGMT

~ ~ 4. Consent and Release. City hereby consents and agrees to the assignment and assumption of the Subdivision Improvement Agreement as provided in Paragraphs 1 and 2 of this Agreement and releases Assignor from any further obligations under the Subdivision Improvement Agreement. City shall return to Assignor all of Assignor's Bonds within fifteen (15) calendar days after the date of this Agreement. 5. No Amendment of Purchase and Sale Agreement. Assignor and Assignee agree that this Agreement shall not modify or amend, in .any manner whatsoever, the provisions of the Purchase and Sale Agreement, including, but not limited to, Paragraph 6 thereof, all of which shall remain in full force and effect in accordance with their terms. 6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 7. Attorney's Fees. In any action between the parties to this Agreement involving this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to damages, injunctive or other relief, if any, all costs and expenses (whether or not allocable as "cost" items by law) reasonably incurred at, before and after trial or on appeal, or in any bankruptcy proceeding, including, without limitation, attorneys' fees, witness fees (expert and otherwise), deposition costs, copying charges and other expenses. 8. Governing Law. This Agreement shall be governed by, and interpreted under, and construed in accordance with the laws of the State of California. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which, together, shall constitute one and the same instrument.