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of November 1, 2001, between the Borrower and Dunbar Development Corporation, (xii) an <br /> Assignment of Development Agreement from the Borrower to the Trustee, (xiii) a Management <br /> Agreement, dated as of November 1, 2001, between the Borrower and Great Lakes Management <br /> Company, and(xiv) an Assignment of Management Agreement from the Borrower to the Trustee <br /> (collectively the foregoing agreements or instruments and any other documents, instruments, <br /> certificates or notices executed by or on behalf of the Borrower prior hereto or concurrent herewith <br /> in connection with the foregoing agreements or instruments are hereinafter referred to as the <br /> "Borrower Documents".Such Borrower Documents have not been amended,nor has any action been <br /> taken by the officers of the Borrower or otherwise for the purpose of effecting any further amendment <br /> or modification or for dissolving or liquidating the Borrower. <br /> 6. The Borrower has all legal power and authority necessary to authorize, execute, <br /> deliver and perform each Borrower Document. Each person who executed each of the Borrower <br /> Documents for the Borrower was qualified, authorized and acting on behalf of the Borrower at the <br /> time of the execution thereof, and the signature of each such person appearing on such documents <br /> is the genuine signature of such person. Each Borrower Document is a valid and binding agreement <br /> of the Borrower,enforceable in accordance with its terms,except as enforcement may be limited by <br /> bankruptcy,insolvency or other proceedings affecting the rights of creditors,generally,and principles <br /> of equity. <br /> 7. The Borrower has complied with all the covenants and satisfied all the conditions to <br /> be performed or satisfied by the Borrower on or prior to the date hereof in accordance with the <br /> Borrower Documents,and the representations and warranties of the Borrower contained in the Bond <br /> Purchase Agreement and in each of the Borrower Documents were true and correct as of the date <br /> made and are true and correct as of the date hereof. The Borrower is not in default under any of the <br /> Borrower Documents. <br /> 8. The insurance coverage maintained by the Borrower satisfies the requirements of <br /> the Borrower Documents. A certificate of insurance evidencing such coverage is set forth in <br /> EXHIBIT E hereto. <br /> 9. Neither the execution and delivery by the Borrower of any Borrower Document, <br /> compliance by the Borrower with the provisions thereof nor the consummation by the Borrower of <br /> transactions therein contemplated will conflict with or result in a breach of a default under any law, <br /> the Borrower's Articles of Organization or the Operating Agreement, or any indenture, lease, loan <br /> agreement,mortgage,contract or other agreement to which the Borrower is a party or by which the <br /> Borrower or any of its property is otherwise bound or subject. <br /> 10. There is no litigation or other legal proceedings of any nature pending,or to the best <br /> knowledge of the Borrower,threatened which could adversely affect the validity or security of the <br /> Bonds or the execution or delivery of or the performance and observance by the Borrower of its <br /> obligations under any Borrower Document. <br /> 2 <br />