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40 existing under the laws of the State of New York, with its principal office and place of business in New York, New York having trust powers, is hereby designated Registrar and Paying Agent for the Bonds under and pursuant to the Indenture. Section 17. EXECUTION OF BONDS AND AUTHORIZATION OF ALL OTHER NECESSARY ACTION. The Chairman and the Clerk of the Issuer are hereby authorized and directed to execute and attest to, respectively, the Bonds when prepared and to deliver the Bonds to the Registrar and Paying Agent for authentication and delivery of the Bonds to the Underwriter upon payment of the purchase price pursuant to the conditions stated in the Indenture. Bonds shall be executed in the name of the Issuer by the Chairman of the Board attested by its Clerk and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The signatures of the Chairman and Clerk may be either manual or facsimile signatures. The certificate of authentication of the Registrar and Paying Agent shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless such certificate shall have been duly executed on such Bond. The authorized signature for the Registrar and Paying Agent shall be either manual or in facsimile; provided, however, that at least one of the signatures, including that of the authorized signatory for the Registrar and Paying Agent, appearing on the Bonds, shall at all times be a manual signature. In case any one or more of the officers of the Board who shall have signed or sealed any of the Bonds shall cease to be such officer or officers of the Board before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bonds may be signed and sealed on behalf of the Board by such person who at the actual time of the execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized. The Chairman of the Issuer, the Clerk to the Issuer and Issuer's counsel are designated agents of the Issuer in connection with the issuance and delivery of the Bonds, and are authorized and empowered, collectively or individually, to take all action and steps to execute and deliver any and all instruments, documents or contracts on behalf of the Issuer which are necessary or desirable in connection with the execution and delivery of the Bonds and which are not inconsistent with the terms and provisions of this resolution and other actions relating to the Bonds heretofore taken by the Issuer.. Section 18. REPEALING CLAUSE. All resolutions or parts thereof of the Issuer in conflict with the provisions herein contained are, to the extent of such conflict, Hereby superseded and repealed. -9-