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<br />n..~! <br /> <br />I-~ <br /> <br />each of the foregoing (collectively, the WNotesW) to be <br />substantially in the form presented to and reviewed by <br />this board, with such changes as the officer executing the <br />applicable Note on behalf of the Corporation shall deem <br />proper, such execution by such officer to be conclusive <br />evidence that such officer deems all of the terms and <br />provisions thereof to be proper; and <br /> <br />FURTHER RESOLVED that each and every officer of the <br />Corporation be and hereby is authorized in the name and on <br />behalf of the Corporation from time to time to take such <br />action and to execute and deliver such certificates, <br />instruments, notices and documents, as may be required or <br />as such officer may deem necessary or advisable or proper <br />in order to carry out and perform the obligations of the <br />Corporation under the CWCB Loan Agreement or the Notes, or <br />in connection with any of the foregoing; all such actions <br />to be performed in such manner, and all such certificates, <br />instruments, notices and documents to be executed and <br />delivered in such form, as the officer performing or <br />executing the same shall approve, the performance or <br />execution thereof by such officer to be conclusive <br />evidence of the approval thereof by such officer and by <br />this board of directors; and <br /> <br />FURTHER RESOLVED that the Corporation hereby <br />ratifies, approves and confirms all actions previously <br />taken by any officer of the Corporation in connection with <br />the foregoing; and <br /> <br />FURTHER RESOLVED that the officers of the Corporation <br />be and each of them, acting alone, is hereby authorized to <br />certify to the CWCB a copy of these resolutions and the <br />names and signatures of the officers of the Corporation <br />authorized to act pursuant to the foregoing resolutions, <br />and each such party is hereby authorized to rely upon such <br />certificate until formally advised by a like certificate <br />of any changes therein, and are authorized to rely on such <br />additional certificates. <br /> <br />G-2 <br /> <br />KMSD:EE3 <br />