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the Bankruptcy Court's approval of this Agreement pursuant to the <br /> Federal Rules of Bankruptcy Procedure, including F.R.B.P. <br /> 9O19 (a) , 2OO2 (a) , and 4OO1(d) , with the understanding that <br /> Barclays shall prepare, at Barclays' expense, any documentation <br /> implementing this Agreement upon the terms negotiated by the <br /> parties, and Barclays shall, at its expense, prepare and serve <br /> the requisite moving papers, notices and orders. <br /> 3 . This Agreement forms the entire agreement between <br /> the parties with respect to the subject matter hereof and <br /> supersedes all prior and contemporaneous written and oral <br /> agreements and discussions, all of which are merged into this <br /> Agreement. This Agreement may be amended only by an agreement in <br /> writing signed by the parties hereto and approved by the <br /> Bankruptcy Court. <br /> 4 . In the event of any litigation relating to a <br /> breach of this Agreement, the prevailing party shall be entitled <br /> to recover its reasonable attorneys' fees, expenses and costs. <br /> 5. This Agreement may be executed in counterparts. <br /> When each party has signed and delivered to the other at least <br /> one counterpart, each counterpart shall be deemed an original, <br /> and when taken together with other signed counterparts, shall <br /> constitute one Agreement binding on all parties. <br /> 6. This Agreement shall be deemed to have been <br /> executed and delivered within the State of California and the <br /> rights and obligations of the parties hereto shall be construed <br /> and enforced in accordance with and governed by the laws of the <br /> State of California and the Bankruptcy Code. <br /> 7. Each party has cooperated in the drafting and <br /> preparation of this Agreement. In any construction to be made of <br /> this Agreement, it shall not be construed against any party. <br /> 8. This Agreement is intended to settle and dispose <br /> of claims which are contested and denied. Nothing herein shall <br /> be construed as an admission by any party of any liability of any <br /> kind to any other party. <br /> 9. This Agreement shall be binding upon and inure to <br /> the benefit of the parties hereto and their respective <br /> successors, predecessors, heirs, assigns, officers, directors, <br /> shareholders, employees, agents and attorneys to the fullest <br /> extent permitted by law. <br /> 10. The parties hereto shall be responsible for their <br /> respective attorneys' fees, costs and expenses, taxable or <br /> otherwise, incurred by them or arising out of any existing <br /> litigation as described herein. <br /> 3435V1002F.MPB 9 <br />