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PROPERTY DISPOSITION SERVICES AGREEMENT TERMS AND CONDITIONS 17. Governing Law. The internal law, and not the law of conflicts, of the state in which the Owner is located will govern all questions concerning the construction, validity and interpretation of the Agreement and the performance of the obligations imposed by the Agreement. The proper venue for any proceeding at law or in equity will be the state and county in which the Owner is located, and the parties waive any right to object to the venue. If any proceeding or action is brought to recover any amount under the Agreement, or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of the Agreement, the prevailing party will be entitled to recover from the other party, as part of the prevailing party's costs, reasonable attorneys' fees, the amount of which will be fixed by the court, and will be made a part of any judgment rendered. 18. Further Assurances. PRC and Owner will each sign such other documents and take such actions as the other may reasonably request in order to effect the relationships, services and activities contemplated by the Agreement and to account for and document those activities. 19. Relationship of the Parties. No representations or assertions will be made or actions taken by either party that could imply or establish any joint venture, partnership, employment or trust relationship between the parties with respect to the subject matter of the Agreement. Except as expressly provided in the Agreement, neither party will have any authority or power whatsoever to enter into any agreement, contract or commitment on behalf of the other, or to create any liability or obligation whatsoever on behalf of the other, to any person or entity. Whenever PRC is given discretion in the Agreement, PRC may exercise that discretion solely in any manner PRC deems appropriate. PRC shall be not liable to Owner for any Losses incurred by reason of any act or omission performed or omitted by PRC in good faith on behalf of the Owner and in a manner reasonably believed to be within the scope of authority conferred on PRC by the Agreement, except that PRC shall be liable for any such Losses incurred by reason of PRC's fraud, gross negligence or willful misconduct. 20. Force Majeure. Neither party will be liable for any failure of or delay in the performance of the Agreement for the period that such failure or delay is due to acts of God, public enemy, war, strikes or labor disputes, or any other cause beyond the parties' reasonable control (each a "Force Majeure"), it being understood that lack of financial resources will not to be deemed a cause beyond a party's control. Each party will notify the other party promptly of the occurrence of any Force Majeure and carry out the Agreement as promptly as practicable after such Force Majeure is terminated. The existence of any Force Majeure will not extend the term of the Agreement. 8of8