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20. ENTIRE AGREEMENT. This Site Lease Agreement, coupled with the Landfill Gas Purchase Agreement, contains the entire and exclusive agreement between the Parties regarding the lease of the Site and supersedes and terminates all prior or contemporaneous arrangements, understandings and agreements, whether oral or written. This Site Lease Agreement may not be amended or modified, except by a writing executed by the Lessor and the Lessee. In case of apparent conflict between this Agreement and the Gas Purchase Agreement, the provisions of the Gas Purchase Agreement will take precedence. 21. GOVERNING LAW AND VENUE, This Site Lease Agreement shall be governed by and interpreted in accordance with the laws of the State of California. In the event any provision of this Site Lease Agreement shall be determined to be invalid or unenforceable under applicable law such provision shall, insofar as possible, be construed or applied in such manner as will permit enforcement of the entire Agreement; otherwise this Site Lease Agreement shall be construed as if such provision had never been made part hereof. Lessee and Lessor each consent to the exclusive jurisdiction of the Superior Court of San Joaquin County or the appropriate Federal court located in the State of California and agree that venue of any action under this Agreement shall be proper only in the State of California and waives any objection to venue. Lessor and Lessee also each waive personal services of process upon it. 22. ASSIGNMENT. Lessee may not assign or otherwise transfer all or any part of its interest in this Site Lease Agreement or in the Site, without the express written consent of Lessor, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained in this Site Lease Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer its respective interest in Trade Fixtures to any financing entity, or agent on behalf of any financing entity, to whom Lessee A. has obligations for borrowed money or in respect of guaranties thereof; B. has obligations evidenced by bonds, debentures, notes or similar instruments; or C. has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 23. BINDING EFFECT. This Site Lease Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their respective legal representatives, successors and assigns, including any public body which will succeed to or have assigned to it any of the functions of Lessor with respect to this Site Lease Agreement. Reference to Lessor and Lessee shall include reference to their respective successors, assigns and nominees. Other than as provided above, neither Lessee nor Lessor may transfer or assign its obligations under this Site Lease Agreement, other than assignment by Lessee as collateral for financing the Project, without the express written consent of the other Party. Lessor agrees to use reasonable efforts to negotiate and enter into a Site Lease Agreement 10 LFG to Energy Foothill Sanitary Landfill SW -10121035-117