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Parties hereunder shall be construed and enforced in accordance with, and governed by, <br />the laws of the State of California, without regard to principles of conflicts of laws. All <br />Parties shall be deemed to have participated in drafting this Agreement, and it shall not <br />be construed against any of them. <br />9. Attorneys' Fees. Should any party to this Agreement commence any legal <br />action or proceeding against the other, with regard to this Agreement, the prevailing party <br />shall be entitled to reasonable expenses resulting from the legal action or proceeding, <br />including, but not limited to, reasonable attorneys' fees and costs. <br />10. Further Assurances. Each Party agrees to execute such other and further <br />documents and instruments as may be necessary or proper in order to consummate the <br />transaction contemplated by this Agreement. <br />11. Execution In Counterparts. This Agreement may be executed in any <br />number of counterparts, each of which when so executed shall be deemed an original <br />and all of which shall constitute together one and the same instrument, and shall be <br />effective upon execution by all the Parties. <br />12. Waiver of California Civil Code Section 1542. The Parties further <br />acknowledge that they have been advised of the existence of Section 1542 of the <br />California Civil Code, which provides: <br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS <br />WHICH THE CREDITOR OR RELEASING PARTY DOES NOT <br />KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE <br />TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN <br />BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS <br />OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED <br />PARTY. <br />Notwithstanding such provision, this Agreement shall constitute a full release of all <br />claims in accordance with its terms. The Parties knowingly and voluntarily waive and <br />relinquish all rights and benefits afforded by the provisions of Section 1542, as well as <br />any other statute, law, or rule of similar effect. <br />13. Amendment. This Agreement may not be amended, modified, or <br />terminated, in whole or in part, except by an instrument in writing duly executed by the <br />Parties or their authorized representatives. <br />14. Waiver, Any waiver of any term of this Agreement must be in writing and <br />signed by the party waiving its rights hereunder. Conduct that is arguably or actually <br />inconsistent with rights granted under this Agreement shall not constitute a waiver unless <br />an intent to waive rights under this Agreement is clearly expressed in writing as required <br />by this Section. The waiver of any term or condition contained in this Agreement shall <br />not be construed as a waiver of any other term or condition contained in this Agreement. <br />4516.101116050313.1 <br />