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FROM BRIGGS&MORGAN (TUE) 12. 02' 97 13: 18/ST. 12:18/N0. 3561674903 P 8/17 <br />11_ Eeadinas; Terns. Paragraph: headings in. this <br />Resolution. are for convenience of reference only- and are not a. parr <br />hereof, and shall not limit or define thee, meaning- of. any p4.avisiozs <br />hereof . Capitalized terms used. but. not defined herein_ sha11- 3zave, <br />the meanings given. thew is the Indenture or Loan.. Agreement_ <br />The motion. for the adoption of the_ foregoing resolution was <br />seconded by- member and upon. vote_ being take= <br />thereon, LL=: Callawl.us voted. in. favor thereon. <br />and. the following- voted against the same; <br />whereupon. said resolution. was declared duly passed_ and.. <br />adapted_ <br />8097264. <br />Page 7 <br />