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18. Governing Law. 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 without regard to conflicts of laws principals. 19. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes any and all other written or oral understanding. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the other party or parties sought to be charged or bound by the alteration of amendment. 20. Captions. Any captions or headings to the Sections and subsections in this Agreement are solely for the convenience of the parties hereto, are not part of this Agreement, and shall not be used for the interpretation of determination of the validity of his Agreement or any provision thereof. 21. Severability. If anyone or more of the provision 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 has never been contained herein. 22. Further Assurances. Each party shall cooperate with the other and shall execute such documents as may reasonably necessary to carry out the provisions of this Agreement including the providing of estoppel certificates. 23. 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 under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof. 24. Rights and Remedies. No right or remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other right or remedy given hereunder or hereafter existing at law or in equity. The exercise of any one or more rights or the election of any one or more remedies by any party shall not constitute a waiver of the right to exercise other available rights or pursue other available remedies. [Signatures on next page] 25P-10