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6. Miscellaneous. This Amendment shall be governed by and interpreted in <br />accordance with the laws of the State of California. Any provision of this <br />Amendment which is determined by a court to be invalid or unenforceable shall <br />be deemed severed herefrom, and the remaining provisions shall remain in full <br />force and effect as if the invalid or unenforceable provision had not been a part <br />hereof. If any attorney is engaged by any party hereto to enforce or defend any <br />provision of this Amendment, the prevailing party shall be entitled to costs and <br />reasonable attorneys' fees. The headings used in this Amendment are for <br />convenience only and shall be disregarded in interpreting the substantive <br />provisions of this Amendment. This Amendment may be signed in counterparts. <br />SIGNATURES ON FOLLOWING PAGES. <br />1194386-5 3 <br />