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obligations hereunder arising after the effective date of such assignment, both as principal and as
<br />surety.
<br />33. FORCE MAJEURE
<br />Failure of a Party to perform its obligations under this Agreement by reason of any of the
<br />following shall not constitute an event of default or breach of this Agreement: strikes, picket
<br />lines, boycott efforts, earthquakes, fires, floods, war (whether or not declared), revolution, riots,
<br />insurrections, acts of God, acts of government (including, without limitation, any agency or
<br />department of the United States of America), acts of terrorism, acts of the public enemy, or
<br />rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other
<br />causes which are beyond the reasonable control of such Party.
<br />34. SEVERABILITY
<br />In the event that any of the terms, covenants or conditions of this Agreement, or the
<br />application of any such term, covenant or condition, shall be held invalid as to any person or
<br />circumstance by any court, regulatory agency, or other regulatory body having jurisdiction, all
<br />other terms, covenants, or conditions of this Agreement and their application shall not be
<br />affected thereby, but shall remain in fill force and effect, unless a court, regulatory agency, or
<br />other regulatory body holds that the provisions are not separable from all other provisions of this
<br />Agreement.
<br />35. GOVERNING LAW; VENUE
<br />This Agreement shall be interpreted, governed, and construed under the laws of the State of
<br />California as if executed and to be performed wholly within the State of California. Any action
<br />brought to enforce or interpret this Agreement shall be filed in Orange County, California.
<br />36. SECTION HEADINGS
<br />Section headings appearing in this Agreement are for convenience only and shall not be
<br />construed as interpretations of text.
<br />37. SURVIVAL
<br />Notwithstanding completion or termination of this Agreement, the Parties shall continue to
<br />be bound by the provisions of this Agreement which by their nature survive such completion or
<br />termination. Such provisions shall include, but are not limited to, Sections 9, 10, 13, 14, 15, 18,
<br />22, 35 and 38 of this Agreement.
<br />38. ATTORNEYS' FEES
<br />Except as otherwise provided herein, in the event of any legal action or other proceeding
<br />between the Parties arising out of this Agreement or the transactions contemplated herein, each
<br />Party in such legal action or proceeding shall bear its own costs and expenses incurred therein,
<br />including reasonable attorneys' fees.
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