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c. This consent shall not be construed to be a consent to furtl.er or future consent <br />to assignments of The Lease. <br />5. This Assignment and any and all interest, right, liability and/or obligation thereof <br />shall be binding upon and inure to the benefit of the administrators, executors, <br />assigns, heirs, successors in interest, and/or transferees of the parties. <br />6. If either party undertakes or becomes a party to any legal action, arbitration, or <br />proceeding to enforce or interpret any provision of this Assignment, then the <br />prevailing party shall be entitled to reasonable attorney's fees, in addition to costs <br />and necessary disbursements, pursuant to California Civil Code Section 1717.- <br />provided, <br />717;provided, however, not withstanding the second paragraph of California Civil <br />Code Section 1717(a), this paragraph shall be applied to the entire Assignment. <br />7. Each party represents and warrants that it has complete and full legal authority, <br />capacity, power and right, and that no act, approval, or consent of any other party <br />is necessary or required to execute and undertake this Assignment. <br />8. This Assignment shall be construed, governed, and interpreted in accordance with <br />the laws of the State Of California. <br />9. This Assignment may be supplemented, amended, or modified only by the mutual <br />agreement of the parties. No supplement, amendment, or modification of this <br />Assignment shall be binding unless it is in writing and signed by all parties hereto. <br />10. If a court or an arbitrator of competent jurisdiction holds any provision of this <br />Assignment to be illegal, unenforceable, or invalid in whole or in part for any <br />reason, the validity and enforceability of the remaining provisions, or portions of <br />them, will not be affected. <br />11. If any action, arbitration, and/or proceeding is commenced, arising under, relating <br />to, or in connection with this Agreement, the venue for such action, arbitration and <br />/or proceeding shall be San Joaquin County. <br />IN WITNESS WHEREOF, FRANK GUINTA JR. and SHARI GUNITA (Assignors) <br />and SATNAM SINGH and JOGINDER S. GILL (Assignees) and FISH AND CATTLE <br />COMPANY, LTD.(Landlord) evidence their agreement, consent and acceptance of this <br />PAGE 2 OF 3 <br />