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that most closely approximates the intent and economic effect of the invalid or unenforceable <br /> provision. <br /> 6.4 Choice of Law. This Agreement and each and every related document are to be <br /> governed by, and construed in accordance with the laws of the State of California. <br /> 63 Waiver of Covenants,Conditions or Remedies. The waiver by one party of the <br /> performance of any covenant, condition or promise, or of the time for performing any act,under <br /> this Agreement shall not party of any other covenant,�condition or promise,toroof the time efor performing any other act <br /> required, under this Agreement. <br /> 6.6 Legal Advice. Each party has received independent legal advice from its <br /> attorneys with respect to the advisability of executing this Agreement and the meaning of the <br /> g <br /> provisions hereof. The provisions of this Agreement shall be construed as <br /> as the sole fair mece of the <br /> and not for or against any party based upon any attribution of such party <br /> language in question. <br /> 6.7 Time of the Essence. Time shall be of the essence as to all dates and times of <br /> performance. <br /> 6.8 Attorneys' Fees. In the event that any party hereto institutes an action or <br /> proceeding for a declaration of the rights of the parties under this Agreement, for injunctive <br /> relief, for an alleged breach or default of, or any other action arising out of <br /> of iAgreement, or <br /> the transactions contemplated hereby, or in the event any party <br /> under this Agreement, whether or not suit is filed or prosecuted to final judgment, the <br /> nondefaulting party or prevailing party shall be entitled to its actual attorneys' fees and to any <br /> court costs incurred in addition to any other damages or relief awarded. <br /> 6.9 Notices. Each notice, request, demand, instruction or other document required, or <br /> permitted to be given hereunder ("Notice") shall be in writing and shall be delivered personally <br /> (including messenger or courier service with evidence of receipt) or sent by depositing the same <br /> with the United States Postal Service, certified or registered mail, return receipt requested, with <br /> proper postage prepaid, addressed to the parties at the respective addresses set forth in this <br /> Section and marked to the designated individual's attention. Each Notice shall be effective upon <br /> being so deposited, but the time period in which a response to any such Notice must be given or <br /> any action taken with respect thereto shall commence to run from the date of actual receipt of the <br /> Notice by the addressee thereof. Rejection of the acceptance of a Notice, refusal by the <br /> addressee to accept a Notice, or the inability of any messenger, courier or the United States <br /> Postal Service to deliver a Notice because of a changed address of which no Notice was given <br /> shall be deemed to be the receipt of the Notice sent. Either party shall have the right from time <br /> to time to change the address to which a Notice to it shall be sent to another address in the <br /> continental United States (but not a post office box)by giving Notice to the other party of the <br /> changed address at least ten(10) days prior to such changes. <br /> 8 <br /> 000299.0044\839978.8 <br />