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agreements or arrangements among the parties relating to the subject matter hereof, and no <br />additional or different oral representation, promise or agreement shall be binding on any of the <br />parties with respect to the subject matter of this Agreement; provided, however, that nothing <br />herein is intended to supersede or modify any provision of the Access Agreement in any respect. <br />i. No Waiver. No waiver of any provision of-this Agreement will be deemed or <br />constitute a waiver of any other provisions, nor will it be deemed or constitute a continuing <br />waiver unless expressly provided by written amendment to this Agreement signed by the parties <br />hereto; nor shall the waiver of any Event of Default under this Agreement be deemed a waiver of <br />any subsequent Event of Default or Defaults of the same type. Either party's failure to exercise <br />any right under this Agreement shall notconstitute the approval of any wrongful act by the other <br />party. <br />j. Attorney's Fees. In the event any action is filed or maintained by any party in <br />relationship to this Agreement, the prevailing party shall be awarded any and all of its costs, <br />expenses and reasonable attorneys' fees. <br />k. Captions. The captions contained in this Agreement are for convenience only and <br />shall not affect the construction or interpretation of any provisions of this Agreement. <br />1. Severability. Any term or provision of this Agreement that is invalid or <br />unenforceable in any situation shall be reformed by a court of competent jurisdiction to the <br />extent necessary to make it valid and enforceable and shall not affect the validity or <br />enforceability of the remaining terms and provisions of this Agreement or the validity or <br />enforceability of the offending term or provision in any other situation. <br />m. Amendments. This Agreement may be amended only by a written instrument <br />executed by BVR, Galloway SG and Kirkland. <br />n. Time of the Essence. Time is of the essence of this Agreement, and each and all <br />of its provisions. <br />SIGNATURE PAGE FOLLOWS <br />10 <br />2104398,3 <br />