MATCH POINT TENNIS ACADEMY, LLC.

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11.8 Incorporation of Recitals/Exhibits. All of the recitals and exhibits set forth in or attached to this Agreement are by this reference incorporated in and made a part of this Agreement. 11,9 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. 11.10 Governing Law and Venue. This Agreement shall be construed and, interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California. If a dispute arises between the Parties, venue shall be proper in Orange County, California. 11.11 Entire Agreement. This Concessionaire Agreement and the Exhibits attached hereto constitute the entire agreement between the City and Concessionaire for the use granted at Cabrillo Tennis Facility for the operation and maintenance of a tennis concession facility. All other agreements, promises and representations with respect thereto, other than contained herein, are expressly revoked, as it has been the intention of the parties to provide for a complete integration within the provisions of this document, and the Exhibit(s) attached hereto, the terms, conditions, promises and covenants relating to the operation and maintenance of a tennis concession facility and the Facilities to be used in the conduct thereof. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment, 11.12 Captions. Any captions or headings to the sections and subsections in this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of validity of this Agreement or any provision hereof. 11.13 Severability. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable term or provision had never been contained herein. 11.14 Further Assurances. Each party shall cooperate with the other and shall execute such other documents as maybe reasonably necessary to carry out the provisions of this Agreement, 11.15 No Waiver. Any waiver, consent or approval by either party of any breach., default or event of default of any provision, condition or covenant of this agreement must be in writing and shall be effective only to the extent set forth in writing. No waiver of any breach, default or event of default shall be deemed a waiver of any later breach, default or event of default of the same or any other provision of this Agreement. Any failure or delay on the part of either party in exercising any power, right or privilege IN