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6.1.2 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 6.2 Amendment. This Agreement may be amended only by the mutual consent of the Parties by an instrument in writing signed by both Parties. 6.3 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. 6.4 CountgMarts. This Agreement may be signed in counterparts, each of which shall constitute an original. 6.5 Time of the Essence. For each provision of this Agreement which states a specific amount of time within which the requirements thereof are to be satisfied, time shall be deemed of the essence. 6.6 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within Orange County, California. The Parties consent to the personal jurisdiction and venue in federal or state court located within the County of Orange, California and hereby waive any defenses or objections thereto, including defenses based on the doctrine of forum non conveniens. 6.7 Litigation Expenses. If either party to this Agreement commences an action against the other parry to this Agreement arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing party. 6.8 References; Captions. Any term referencing time, days or period for performance shall be deemed calendar days and not work days, except as otherwise specified in this Agreement. All references to City include all officials, officers, employees, personnel, and agents of City, except as otherwise specified in this Agreement. All references to Licensee include its officials, officers, employees, personnel, agents, volunteers, contractors and subcontractors, except as otherwise specified in this Agreement. The captions of the various articles and paragraphs in this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 6.9 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent or approval of any act by the other Party requiring its consent or approval Page 7 of 13