This Agreement, together with any and all exhibits and Schedules attached hereto and/or documents and instruments executed in connection herewith, contains the entire understanding of the parties concerning the subject matter hereof, and there are no promises, agreements, conditions , understandings, warranties or representations (oral or written, express or implied) regarding the subject matter of this Agreement other than as set forth in this Agreement. Any and all prior agreements with respect to the subject matter of this Agreement are hereby revoked and forever terminated. This Agreement is, and is intended by the parties hereto to be, an integration of any and all prior agreements or understandings (oral or written) with respect to the subject matter of this Agreement, and this Agreement shall not be amended or modified except upon the mutual written agreement of the Parties. The Parties to this Agreement have mutually contributed to the drafting of this Agreement. No provision of this Agreement shall be construed against any party on the ground that such party or its counsel drafted the provisions or that the provision contains a covenant of such party. The captions and section headings used in this Agreement are for convenience and reference only, and they are not a part of this Agreement and they shall not be used in the interpretation of the terms and conditions of this Agreement. Any and all exhibits, schedules and attachments to or for this Agreement, are incorporated herein and made a part of this Agreement. The recitals hereinabove contained in the "WHEREAS" clauses are true, accurate and complete and are incorporated herein and made a part of this Agreement. The captions and section headings used in this Agreement are for convenience and reference only, and they are not a part of this Agreement and they shall not be used in the interpretation of the terms and conditions of this Agreement. Each of the Parties to this Agreement hereby acknowledge and agree that photocopies of this Agreement and/or any of the other Transaction Documents, shall each have the same force and effect as originally executed versions of such documents for all purposes and for the performance, conduct and exercise of the respective rights, benefits, duties and/or obligations of the Parties herein or therein.