Each Party acknowledges that it has had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel, shall have no application and is expressly waived.

Each Party acknowledgesSection # Representation By Counsel; Interpretation. The parties acknowledge that iteach party to this Agreement has had the opportunity to bebeen represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of lawLaw, or any legal decision that would providerequire interpretation of any Party with a defense to the enforcement of the terms ofclaimed ambiguities in this Agreement against such Party based upon lack of legal counsel, shall havethe party that drafted it has no application and is expressly waived.

Each Party acknowledgesThe Parties agree that it has had the opportunity to bethey have been represented by counsel in connection with this Agreementduring the negotiation and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the termsexecution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such Party based upon lack of legal counsel, shall have no application and is expressly waived.agreement or document.

Representation by Legal Counsel. Each Party acknowledgeshereto represents that it has had the opportunity to bebeen represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the transactions contemplated bydrafting of this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement ofIn interpreting and applying the terms and provisions of this AgreementAgreement, the Parties agree that no presumption shall exist or be implied against the Party that drafted such Party based upon lack of legal counsel, shall have no applicationterms and is expressly waived.provisions.

Representation by Legal Counsel. Each Party acknowledgeshereto represents that it has had the opportunity to bebeen represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement ofdrafting hereof. In interpreting and applying the terms and provisions of this AgreementAgreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such Party based upon lack of legal counsel, shall have no applicationterms and is expressly waived.provisions.

Construction. Each Partyof the parties hereto acknowledges that it has had the opportunity to bebeen represented by counsel in connection withof its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each party hereto and its counsel cooperated and participated in the transactions contemplateddrafting and preparation of this Agreement, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by this Agreement.reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would providerequire interpretation of any Party with a defense to the enforcement of the terms ofambiguities in this Agreement against such Party based upon lackany party hereto that drafted or prepared it is of legal counsel, shall have no application and is hereby expressly waived.waived by each of the parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation.

Section # Interpretation. Each Partyof the parties hereto acknowledges that it has had the opportunity to bebeen represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in connection withthe drafting and preparation of this Agreement and the transactions contemplateddocuments referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by this Agreement.reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would providerequire interpretation of any Party with a defense to the enforcement of the terms ofambiguities in this Agreement against such Party based upon lackany party that drafted or prepared it is of legal counsel, shall have no application and is hereby expressly waived.waived by each of the parties hereto.