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The undersigned persons executing and delivering this Agreement on behalf of <br />the Provider represent and certify that they are the duly authorized officers of the <br />Provider with authority to execute this Agreement; that the Provider has the full legal <br />right, power and authority to enter into this Agreement and to grant the rights and <br />perform the obligations of the Provider herein; that no third party consent or approval is <br />required to grant such rights or perform such obligations hereunder; that this Agreement <br />has been duly executed and delivered by the Provider and constitutes a valid and binding <br />obligation of the Provider. <br />The undersigned persons executing and delivering this Agreement on behalf of <br />the Commission represent and certify that they are the duly authorized officers of the <br />Commission with authority to execute this Agreement, that they have been fully <br />empowered, by proper resolution or action of the Commission to execute and deliver this <br />Agreement and that all necessary action has been taken and done by the Commission to <br />enter into this Agreement. <br />(Signature Page Follows) <br />E <br />