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pR~[P7` <br />18. Entire Agreement. This Agreement, including exhibits, contains the entire <br />understanding of the parties with respect to the subject matter set forth in this Agreement. <br />In the event a conflict arises between the parties with respect to any term, condition or <br />provision of this Agreement, the remaining terms, conditions and provisions shall remain <br />in full force and legal effect. No waiver of any term or condition of this Agreement by <br />any party shall be construed by the other as a continuing waiver of such term or <br />condition. <br />19. Attorneys Fees. In the event any action is taken by a party hereto to enforce the terms of <br />this Agreement the prevailing party herein shall be entitled to receive its reasonable <br />attorney's fees. <br />20. Counterparts. This Agreement may be executed in any number of counterparts, and in <br />that event, each counterpart shall be deemed a complete original and be enforceable <br />without reference to any other counterpart. <br />21. Headings. Headings in this Agreement are for convenience only and shall not be used to <br />interpret or construe its provisions. <br />22. Effective Date. This Agreement shall be effective on the date first above written, and <br />also shall be the date the Agreement is executed. <br />AGENCY: <br />BY: <br />TITLE: <br />DATE: <br />PARS: <br />BY: <br />TITLE: <br />DATE: <br />[Plan Administrator) <br />Page 4 <br />