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Parties with regards to the subject matter hereof and therefore the Parties represent that no other Agreements, representations or warranties between or among the Parties other than those set forth in this Agreement exist, and that any other Agreements, representations, or warranties that may have been made prior to the execution of this Agreement, other than the Lease described herein are expressly unenforceable and waived. 19. Each party signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to each other party that the execution and delivery of his Agreement and the performance of each Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal Agreement binding on such party in enforcement in accordance with its terms. 20. The terms of this Agreement have been negotiated by the Parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. No rule of strict construction will be applied against any party. 21. Each party has been represented by counsel in the negotiation and execution of this Agreement. This Agreement was executed voluntarily without any duress or undue influence on the part of or on behalf of the Parties hereto. The Parties acknowledge they have read and understand this Agreement and its legal effect. Each party acknowledges that such party has had a reasonable opportunity to obtain independent legal counsel for advice and representation in connection with this Agreement, and that each party has retained counsel, and such counsel has fully explained to such party the legal effect of this Agreement and the terms and conditions provided for herein. Each party represents and warrants that it is has carefully read this Agreement,has been advised of its meaning and consequences by their respective attorneys, and signed the same of their own free will. 22. This Agreement is comprised of offers to compromise under California Evidence Code section 1152. The parties agree that if the Lawsuits are reset on the court's calendar as described above, that neither this Agreement,nor any statement made herein may be used as evidence in any trial of any issue in this matter, except that the dates of valuation agreed to herein will be used as the dates of valuation in any such trial. 23. Each party to this Agreement will bear its own costs, expenses and attorney's fees,whether taxable or otherwise, incurred in or arising out of or in any way related to the matters released herein, or any of the lawsuits or matters described in the Recitals. 24. This Agreement shall be deemed to have been entered into and 6 368557-6