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<br />terms and provisions of a loan agreement substantially in the form of <br />the Loan Agreement, dated as of February 1, 1982 (the "Loan Agreement"), <br />by and between the Corporation and the User, which was presented to the <br />Board, the form, terms and provisions of such Loan Agreement being <br />hereby authorized and approved, and the President and the Vice President <br />of the Corporation are hereby severally authorized and directed to <br />execute and deliver such Loan Agreement on behalf of the Corporation, <br />and the Secretary of the Corporation is hereby authorized to attest and <br />affix the Corporation's seal thereto, with such changes therein as the <br />officers executing the same may approve, such approval to be con- <br />clusively evidenced by such execution thereof. <br /> <br />3. As a condition to the actions authorized in Paragraphs 1 and 2 <br />of this resolution, the Guarantors shall have executed and delivered to <br />the Trustee a guarantee agreement substantially in the form of the <br />Guarantee Agreement, dated as of February 1, 1982 (the "Guarantee Agree- <br />ment"), among the Trustee and the Guarantors, which was presented to the <br />Board, and the User shall have executed a deed of trust, security agree- <br />ment, assignment of rents and financing statement substantially in the <br />form of the Deed of Trust, Security Agreement, Assignment of Rents and <br />Financing Statement, dated as of February 1, 1982 (the "Hortgage"), from <br />the User to First City National Bank of Austin, as mortgage trustee, for <br />the benefit of the Corporation, which was presented to the Board, the <br />form, terms and provisions thereof being hereby authorized and approved. <br /> <br />4. The assignment of the Corporation's rights under the Hortgage <br />to the Trustee for the benefit of the holders of the Bonds shall be <br />effected pursuant to the terms and provisions of a collateral assignment <br />and security agreement substantially in the form of the Collateral <br />Assignment and Security Agreement, dated as of February 1, 1982 (the <br />"Assignment"), from the Corporation to the Trustee, which was presented <br />to the Board, the form, terms and provisions of such Assignment being <br />hereby authorized and approved, and the President and the Vice President <br />of the Corporation are hereby severally authorized and directed to <br />execute and deliver such Assignment on behalf of the Corporation, and <br />the Secretary is hereby authorized to attest and affix the Corporation's <br />seal thereto, with such changes ,therein as the officers executing the <br />same may approve, such approval to be conclusively evidenced by such <br />execution thereof. <br /> <br />5. The sale and delivery of the Bonds by the Corporation to First <br />City National Bank of Austin, First National Bank of Sfu,- Harcos, First <br />National Bank of Georgetown, Citizens State Bank of Bastrop fu,-d Cove <br />State Bank (the "Purchasers"), at the par value of the Bonds purchased <br />by each Purchaser, is hereby authorized and approved. <br /> <br />-3- <br />