<pre style="white-space: pre-wrap">


       Section 5.7. Copy to be Filed with Trustee. A certified copy of this Series N (Second
Series) Resolution shall be filed with the Trustee, and this Series N (Second Series) Resolution
shall take effect immediately upon its adoption and the filing of the certified copy thereof with
the Trustee, as provided in the Basic Resolution.

                                      (End of Article V)


-26-


</pre>