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ASC -Tenant Sublease Agreement - Page 7 C. Time of the Essence- Time is of the essence of this Sublease and each and all of its provisions. D. Late Charges- If any installment of Rent or any sum due from Tenant shall not be paid by Tenant within ten (10) days after the end of each month that said amount is past due, then Tenant shall pay to ASC a late charge of five percent (5%) of the amount past due. Acceptance of such late charge by ASCs shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor shall it prevent ASC from exercising any of the other rights and remedies granted under this Sublease. E. Prior and Future Agreements. This Sublease contains all of the agreements of ASC and Tenant with respect to any matter covered or mentioned in this Sublease, and except as provided herein no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Sublease may be amended or supplemented except by an agreement in writing signed by both ASC and Tenant or their respective successors in interest- F. Partial Invalidity. Any provision of this Sublease which shall be held by a court of competent jurisdiction to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision or term of this Sublease, and such other provision or terms shall remain in full force and effect. G. Dispute Resolution. Except for suits by ASC seeking eviction or unpaid Rent, the parties agree to mediate their claims arising out of this Sublease before a third party mediator prior to initiating legal action- Any party that files suit without diligently attempting to mediate its claims shall be barred from collecting any attorneys' fees or costs. H. Choice of Law_ This Sublease shall be governed by the laws of the State of California, and any action brought under this Sublease shall be filed in Orange County Superior Court.