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<br />Attached is a Certificate of Board Action confirming that the Authority's Board <br />of Directors authorized me to execute the Service Contract on September 21, <br />2005. <br /> <br />No Conflict. To the best of my knowledge, neither the execution and <br />delivery by the Authority of this Service Contract nor the performance by the <br />Authority of its obligations in connection with the transactions contemplated <br />hereby nor the fulfillment by the Authority of the terms or conditions hereof: <br />(1) conflicts with, yiolates or results in a breach of any constitution, law or <br />governmental regulation applicable to the Authority; or (2) conflicts with, <br />violates or results in a breach of any order, judgment or decree, or any contract, <br />agreement or instrument to which the Authority is a party or by which the <br />Authority or any of its properties or assets are bound, or constitutes a default <br />under any of the foregoing. <br />No Approvals Required. No approval, authorization, order or consent <br />of, or declaration, registration or filing with, any Goyernmental Body is <br />required for the valid execution and deliyery of this Service Contract by the <br />Authority or the performance of its payment or other obligations hereunder <br />except such as haye been duly obtained or made. <br />No Litigation. To the best of my knowledge, there is no Legal <br />Proceeding before or by any Governmental Body pending or, to the best of the <br />Authority's knowledge, overtly threatened or publicly announced against the <br />Authority, in which an unfayorable decision, ruling or finding could reasonably <br />be expected to haye a material and adyerse effect on the execution and delivery <br />of this Service Contract by the Authority, or the yalidity, legality or <br />enforceability of this Service Contract against the Authority or any other <br />agreement or instrument entered into by the Authority in connection with the <br />transactions contemplated hereby, or on the ability of the Authority to perform <br />its obligations hereunder or under any such other agreement or instrument. <br />Governmental Approyals. The Authority has obtained or will obtain in <br />the course of its performance hereunder, either directly or through qualified <br />