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4. The meeting at which the Resolution was adopted was noticed and all proceedings <br /> relating to the Resolution were conducted in accordance with all laws applicable to the <br /> Borrower; the Resolution has not been amended, modified, supplemented or rescinded, in whole <br /> or in part; and the Resolution is in full force and effect as of the date hereof. <br /> 5. The Borrower has duly authorized and has taken all necessary action to be taken <br /> by it to carry out, give effect to and consummate the transactions contemplated by the Financing <br /> Documents. <br /> 6. Neither the execution, delivery and due performance of the Financing Documents <br /> nor the consummation of the transactions contemplated by the Financing Documents, conflict <br /> with or result in a breach of the terms, conditions or provisions of any restriction or any <br /> agreement or instrument to which the Borrower is now a party or by which the Borrower is <br /> bound, in a manner which affects the validity or enforceability of the Financing Documents or <br /> constitutes a default or lien under any of the foregoing. <br /> 7. To the knowledge of the Borrower, there is no litigation or proceeding pending or <br /> threatened against the Borrower or any other person adversely affecting the right of the Borrower <br /> to execute and deliver any of the Financing Documents or the ability of the Borrower to comply <br /> with its obligations under the Financing Documents. <br /> g g <br /> 8. Each of the representations and warranties of the Borrower contained in the <br /> Financing Documents is true and correct as of the date hereof. <br /> [Remainder of page intentionally left blank] <br /> {00466383.DOCX/} <br /> 2 <br /> 4833-0298-9609.1 <br />