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20. ENTIRE AGREEMENT. This Site Lease Agreement, coupled with the <br /> Landfill Gas Purchase Agreement, contains the entire and exclusive agreement between a <br /> the Parties regarding the lease of the Site and supersedes and terminates all prior or <br /> contemporaneous arrangements, understandings and agreements, whether oral or 3 <br /> written. This Site Lease Agreement may not be amended or modified, except by a writing i <br /> executed by the Lessor and the Lessee. In case of apparent conflict between this <br /> Agreement and the Gas Purchase Agreement, the provisions of the Gas Purchase <br /> Agreement will take precedence. <br /> 21. GOVERNING LAW AND VENUE. This Site Lease Agreement shall be <br /> governed by and interpreted in accordance with the laws of the State of California. In the <br /> event any provision of this Site Lease Agreement shall be determined to be invalid or <br /> unenforceable under applicable law such provision shall, insofar as possible, be <br /> construed or applied in such manner as will permit enforcement of the entire Agreement; <br /> otherwise this Site Lease Agreement shall be construed as if such provision had never . <br /> been made part hereof. Lessee and Lessor each consent to the exclusive jurisdiction of <br /> the Superior Court of San Joaquin County or the appropriate Federal court located in the <br /> State of California and agree that venue of any action under this Agreement shall be <br /> proper only in the State of California and waives any objection to venue. Lessor and i <br /> f <br /> Lessee also each waive personal services of process upon it. i <br /> a <br /> 22. ASSIGNMENT. Lessee may not assign or otherwise transfer all or any part <br /> of its interest in this Site Lease Agreement or in the Site, without the express written <br /> consent of Lessor, which consent shall not be unreasonably withheld. Notwithstanding <br /> anything to the contrary contained in this Site Lease Agreement, Lessee may assign, <br /> mortgage, pledge, hypothecate or otherwise transfer its respective interest in Trade 1 <br /> Fixtures to any financing entity, or agent on behalf of any financing entity, to whom <br /> Lessee <br /> A. has obligations for borrowed money or in respect of guaranties <br /> thereof; . <br /> B. has obligations evidenced by bonds, debentures, notes or similar <br /> instruments; or <br /> i <br /> C. has obligations under or with respect to letters of credit, bankers <br /> i <br /> acceptances and similar facilities or in respect of guaranties thereof. <br /> 23. BINDING EFFECT. This Site Lease Agreement shall be binding upon and a <br /> inure to the benefit of the Parties hereto, and their respective legal representatives, . <br /> successors and assigns, including any public body which will succeed to or have <br /> assigned to it any of the functions of Lessor with respect to this Site Lease Agreement. �. <br /> Reference to Lessor and Lessee shall include reference to their respective successors, <br /> assigns and nominees. Other than as provided above, neither Lessee nor Lessor may <br /> transfer or assign its obligations under this Site Lease Agreement, other than assignment <br /> by Lessee as collateral for financing the Project, without the express written consent of <br /> the other Party. Lessor agrees to use reasonable efforts to negotiate and enter into a <br /> Site Lease Agreement 10 <br /> LFG to Energy <br /> Foothill Sanitary Landfill <br /> SW-10B035-R7 <br /> t <br /> I <br />