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<br />h. This Amendment No. 1 shall be governed by and <br />construed in accordance with the laws of the State of California <br />without regard to the conflict-of-law principles of said State. <br /> <br />i. If any action is brought by either party against the <br />other party, relating to or arising out of this Amendment No.1, <br />the transactions described herein or the enforcement hereof, the <br />prevailing party shall be entitled to recover from the other party <br />reasonable attorney's fees, costs and expenses incurred in the <br />connection with the prosecution or defense of such action. <br /> <br />j . This Amendment No. 1 shall be binding upon and inure <br />to the benefit of each of the parties hereto and to their <br />respective transferees, successors and assigns. <br /> <br />[END OF THIS PAGE) <br /> <br />7 <br />