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MU200-204-739901.v2 <br />5.Authority to Sign. Each party hereto represents and warrants that the person executing <br />this Assignment on behalf of said party has the authority to execute this Assignment <br />and to bind the party for which such person so executes this Assignment. <br />6.Entire Agreement. This Assignment, and any agreement executed in furtherance of <br />this Assignment, constitute the entire, full and complete agreement concerning the <br />assignment and assumption of the Purchase Agreement and supersede any and all prior <br />or contemporaneous negotiations, discussions, understandings or agreements. There <br />are no other representations, inducements, promises, agreements, arrangements, or <br />undertakings, oral or written, relating to the assignment other than those set forth in <br />this Assignment. No obligations or duties that contradict or are inconsistent with the <br />express terms of this Assignment may be implied into this Assignment. <br />7.Counterpart Signatures. This Assignment may be executed in one or more <br />counterparts, any one of which need not contain the signature of more than one party, <br />and all of which taken together shall constitute one and the same Assignment. <br />IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the day <br />and year first written above. <br />Page 12 of 14