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Agreement shall be construed as a whole according to its fair meaning and not strictly <br />for or against any Party. Time is of the essence in the performance of this Assignment <br />Agreement. <br />21. Governing Law; Venue. This Assignment Agreement shall be construed in <br />accordance with the laws of the State of California without regard to principles of <br />conflicts of law. The Parties consent to the jurisdiction of any federal or state court in <br />the jurisdiction in which the Property is located (the "Property Jurisdiction"). Assignor <br />agrees that any controversy arising under or in relation to this Assignment Agreement, <br />the Predevelopment Note or the Loan Agreement shall be litigated exclusively in courts <br />having jurisdiction in the Property Jurisdiction. Assignor irrevocably consents to service, <br />jurisdiction, and venue of such courts for any such litigation and waives any other venue <br />to which it might be entitled by virtue of domicile, habitual residence or otherwise. <br />22. Attorneys' Fees. If any claim, at law or otherwise is made by either Party, the <br />prevailing party or the nondefaulting party, as the case may be, shall be entitled to its <br />costs and reasonable attorneys' fees. <br />23. Severability. If any term of this Assignment Agreement is held by a court of <br />competent jurisdiction to be invalid, void or unenforceable, the remainder of the <br />provisions shall continue in full force and effect unless the rights and obligations of the <br />Parties are materially altered or abridged by such invalidation, voiding or <br />unenforceability. <br />24. Counterparts. This Assignment Agreement may be executed in multiple <br />counterparts, each of which shall be an original and all of which together shall constitute <br />one agreement. <br />SIGNATURES ON FOLLOWING PAGE. <br />1210895-2 <br />