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SECTION 11. In order to obtain the lowest possible interest rate in connection with the initial issuance of the Bonds, the Borrower has agreed to permit the Bonds to contain provisions allowing them to be tendered back to the Tender Agent, as hereinafter defined, by the bondholders and to then be remarketed, and to the extent that they cannot be remarketed, the Trustee has agreed to purchase the Bonds on behalf of the Borrower through payments from the Borrower or a draw on the Letter of Credit. In order to accommodate such plan of financing, the Borrower has agreed to enter into a Remarketing Agreement (the "Remarketing Agreement") with First Union Capital Markets, Corp. (the "Remarketing Agent"). There is hereby delegated by the Issuer to the Remarketing Agent under the Remarketing Agreement such authority as is necessary for the establishment of the interest rate on the Bonds pursuant to the terms of the Trust Agreement and to carry out all duties established by the Remarketing Agreement. SECTION 12. First Union National Bank (in such capacity, the "Tender Agent") is hereby appointed as the initial Tender Agent under the terms of the Trust Agreement and is hereby authorized to take all actions as such. In order to facilitate the ability under this Resolution for bondholders to tender the Bonds back to the Tender Agent, the Borrower and the Tender Agent will enter into the Tender Agency Agreement, the execution and delivery of the Tender Agency Agreement by the Borrower and the Tender Agent is hereby approved. SECTION 13. Certain rights of the Issuer under the Agreement shall be assigned by the Issuer to the Trustee under the terms of the Trust Agreement, all as set forth in the Trust Agreement. SECTION 14. The Chairman and the Clerk are, subject to the terms hereof, hereby authorized and empowered to execute and deliver the Bonds, the Trust Agreement, the Agreement, the Bond Purchase Agreement, and all documents contemplated thereby, in each case, subject to such changes and modifications as either of such officers may approve, such execution to be conclusive evidence of any such approval, and to affix thereto or impress thereon, the seal of the Issuer. SECTION 15. The Issuer hereby approves the form and content of and authorizes the distribution of the Offering Statement relating to the Bonds in substantially the draft form attached hereto as Exhibit "E" (the "Offering Statement") in accordance with the intended purposes thereof with such changes, omissions and insertions to the Offering Statement as the Chairman may, in his discretion, approve, and the execution and delivery of the Bonds by the officers of the County as are herein authorized shall constitute conclusive evidence of such approval. SECTION 16. The Issuer and the officers, employees and agents of the Issuer acting on behalf of the Issuer are hereby authorized and directed to execute L-1