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<br />Telephone: (510) 577-3311 <br />Facsimile: (510) 577-3310 <br /> <br />To Licensee: <br /> <br />Craig Poletti, Vice President Corporate Real Estate <br />Union Bank of California <br />445 S. Figueroa Street, Suite 710 <br />Los Angeles CA 90071 <br />Telephone: 213-236-7061 <br />Facsimile: 213-236-4080 <br /> <br />12. Attornevs' Fees. If either Party fails to perform any of its obligations under this <br />Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation <br />of any provision hereof, then the prevailing party in any proceeding in connection with such <br />dispute shall be entitled to the costs and expenses it incurs on account thereof and in enforcing or <br />establishing its rights hereunder, including, without limitation, court costs and reasonable <br />attorneys' fees and expenses. <br /> <br />13. Governing Law. This Agreement shall be governed by and construed in accordance with <br />the laws of the State of California without regard to principles of conflicts of laws. <br /> <br />14. Interpretation; Captions. The section headings used herein are solely for convenience <br />and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement <br />is the product of negotiation and compromise on the part of both Parties, and the Parties agree, <br />that since both Parties have participated in the negotiation and drafting of this Agreement, this <br />Agreement shall not be construed as if prepared by one of the Parties, but rather according to its <br />fair meaning as a whole, as if both Parties had prepared it. <br /> <br />15. Time. Time is of the essence of this Agreement and of each provision hereof. <br /> <br />16. No Joint Venture. The relationship of the Parties is solely that of licensor and licensee, <br />and no joint venture or other partnership exists or is created between the Parties. Neither Party <br />assumes any fiduciary relationship hereunder to the other. <br /> <br />17. No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the <br />Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by <br />any third person, to be for the benefit of any third party, nor shall any third party have any right <br />to enforce any provision of this Agreement or be entitled to damages for any breach of any of the <br />provisions of this Agreement. <br /> <br />18. Amendments. This Agreement may be modified or amended only by an instrument in <br />writing executed by the Parties. <br /> <br />Union Bank License Agreement <br />Page 3 of 12 <br /> <br />3 <br />