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Changes in the address to be used for receipt of notices shall be <br />effected in accordance with this Paragraph. <br />16. Corporate Authority. The person(s) executing this <br />Agreement on behalf of the parties hereto warrant that (i) such <br />party is duly organized and existing, (ii) they are duly authorized <br />to execute and deliver this Agreement on behalf of said party, <br />(iii) by so executing this Agreement, such party has taken such <br />formal action of its governing board or authority as is required by <br />law to bind such party, and that such party is formally bound to <br />the provisions of this Agreement, and (iv) the entering into this <br />Agreement does not violate any provision of any other agreement to <br />which said party is bound. <br />17. Entire Agreement; Amendments. It is understood that there <br />are no oral agreements between the parties hereto concerning the <br />subject matter hereto, and this Agreement supersedes any and all <br />previous understandings, if any, between the parties concerning the <br />subject matter hereof. This Agreement may be amended at any time <br />by the consent of all the parties by an instrument in writing; <br />provided, however, that the consent of a party hereto shall not be <br />required for amendments that do not materially affect the rights or <br />obligations of such party. <br />18. Counterparts. This Agreement may be executed in <br />Counterparts which, when all the parties hereto have signed this <br />Agreement, shall constitute an original. <br />19. Effective Date. The Effective Date of this Agreement <br />shall be latest of the dates set next to the signatures of the <br />parties below when all the parties hereto have signed this <br />Agreement, and such date shall be inserted into the preamble of <br />this Agreement. <br />[end - signature page follows] <br />394/016555-0002/3124650.19 05/26/00 - 1 6 - <br />