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9. HEADINGS. Section headings in this Assignment are for convenience only and <br />are not intended to be used in interpreting or constraining the terms, covenants or conditions of <br />this Assignment. <br />10. GOVERNING LAW. This Assignment shall be deemed made and prepared and <br />shall be governed, construed and interpreted in accordance with the laws of the State of California, <br />without reference to conflicts of laws rules. <br />11. NO AMENDMENT TO ASSIGNED AGREEMENT. Nothing contained herein <br />shall change, alter or otherwise amend the terms of the Agreement, which shall remain in full force <br />and effect, subject to the assignment, assumption and amendment of the Agreement as set forth <br />herein. <br />12. SEVERABILITY. If any term or provision of this Assignment shall be held invalid <br />or unenforceable, the remainder of this Assignment shall not be affected. <br />13. COUNTERPARTS. The Parties may execute this Assignment in one or more <br />counterparts, which shall, in the aggregate, be signed by all the Parties; each counterpart shall be <br />deemed an original instrument as against any Party who has signed it. Signatures delivered by <br />facsimile or portable document format (pdf) shall be deemed to be original signatures. <br />[Signature Page Follows] <br />3 <br />I:\cmo\Agreements\SVT Fleet, LLC Assignment and Assumption Agreement FY23-0015.docx-ms <br />