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with a required copy to: <br />Stradley, Ronon, Stevens & Young, LLP <br />2600 One Commerce Square <br />Philadelphia, PA 19103 <br />Attenion: Steven A. Scolari, Esquire <br />20. GOVERNING LAW. <br />This Agreement shall be governed by, construed and enforced in accordance with the <br />laws of the State of North Carolina, without giving effect to the principles of conflicts of law. <br />21. NO WAIVER; REMEDIES. <br />The making or failure to make any payments, take any action, or waive any rights shall <br />not be deemed an amendment of this Agreement, nor consent to such action or to any future action or <br />failure to act, unless the party required to so consent or act expressly agrees in writing. Moreover, <br />nothing contained in this Agreement shall be construed as a waiver of any rights either party hereto <br />may have to seek damages, or specific performance, or other appropriate remedies from the other for <br />breach of this Agreement. <br />22. ENTIRE AGREEMENT. <br />This Agreement constitutes the entire agreement of the parties and supersedes all prior <br />or contemporaneous agreements, whether oral or written, between the parties. This Agreement may <br />not be amended or modified except in a writing signed by all of the parties hereto. <br />23. SEVERABILITY. <br />If any paragraph, subparagraph, sentence, clause, phrase, or portion of this Agreement <br />is, for any reason, held invalid or unconstitutional by any court of competent jurisdiction, such portion <br />shall be deemed a separate, distinct and independent provision, and such holding shall not affect the <br />validity of the remaining portions of this Agreement. <br />24. CAPTIONS. <br />The captions in this Agreement are for convenience only and in no way define, limit or <br />otherwise describe the scope or intent of this Agreement, or any provision hereof, or in any way affect <br />the interpretation of this Agreement. <br />25. FURTHER ACTS. <br />Each party agrees to perform any further acts and to execute, acknowledge and deliver <br />any documents that may be reasonably necessary to carry out the provisions of this Agreement. <br />11 <br />Attachment number 1 <br />F -3 Page 83 <br />