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40 40 SECTION 11. AUTHORIZATION OF EXEC(TTION OF MORTGAGE AND SECURITY AGREEMENT. The County hereby authorizes and directs its Chairman to execute and does hereby authorize and direct the execution and delivery of the Mortgage and assignment thereof to the Trustee. All of the provisions of the Mortgage when executed and delivered by the County as authorized herein and when duly authorized, executed and delivered by the Corporation shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein, and the Mortgage shall be in substantially the form of the Mortgage attached hereto as Exhibit C with such changes, amendments, modifications, omissions and additions, including the date of such Mortgage, as may be approved by said Chairman. Execution by the Chairman of the Mortgage shall be deemed to be conclusive evidence of approval of such changes. SECTION 12. APPOINTMENT OF TRUSTEE. The Citizens and Southern National Bank, whose principal office is in Atlanta, Georgia, is hereby designated Trustee, Bond Registrar and Paying Agent for the Bond under the aforementioned Indenture. SECTION 13. GENERAL AUTHORITY. The mrmbers of the Board and the officers, attorneys and other agents or enployees of the County are hereby authorized to do all acts and things required of them by this Resolution, the Agreement, the Indenture, the Mortgage and the Note, or desirable or consistent with the Requirements hereof or the Agreement, the Indenture, the Mortgage and the Note for the full puncutal and complete performance of all the terms, covenants and agreements contained in the Bond, this Resolution, the Agreement, the Mortgage, the Note and the Indenture and each member, employee, attorney and officer of the County or its Board is hereby authorized and directed to execute and deliver any and all papers and instruments arra to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated. SECTION 14. DEFINITIONS. Unless the context clearly otherwise requires, any capitalized word or term used but not defined herein is used as defined in the Indenture. SECTION 15. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable frau the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the Bond issued hereunder. SECTION 16. REPEALING CLAUSE. All resolutions or parts thereof of the County in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. - 5 -