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0 ,a CERTIFICATE OF CONSENT TO AMENDMENT TO AGENCY AGREEMENT I, the undersigned Chairman of the Board of County Commissioners of Indian River County, Florida (the "County") DO HEREBY CERTIFY on behalf of the County, that: 1. The County has issued its Variable Rate Demand/Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project), Series 1988A (the "Bonds") pursuant to (i) the Indenture of Trust, dated as of March 1, 1988, as amended (the "Indenture"), by and between the County and SunTrust Bank, as successor to Third National Bank in Nashville, as Trustee (the "Bond Trustee") and (ii) a Loan Agreement, dated as of March 1, 1988, as amended (the "Loan Agreement"), between the County and Florida Convalescent Centers, Inc. (the 'Borrower"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to those terms in the Indenture. 2. As security for the payment of the Bonds, the Bond Trustee currently holds the letter of credit of The Toronto -Dominion Bank (the "Replaced Letter of Credit") as the Credit Facility under the Indenture and the Loan Agreement. The Indenture and the Loan Agreement authorize the substitution of the Replaced Letter of Credit with a Substitute Qualified Credit Facility. The Borrower has delivered to the Bond Trustee a Substitute Qualified Credit Facility issued by Norwest Bank, Minnesota, National Association (the "Substitute Letter of Credit") to replace the Replaced Letter of Credit pursuant to the terms of the Indenture. 4. The Trustee entered into that certain Agreement Between Trustee and Registrar and Paying Agent, dated as of March 1, 1988 (the "Agency Agreement") between the Trustee and The Chase Manhattan Bank, as successor in interest to Chemical Bank, as Registrar and Paying Agent (the "Agent"), to enable the Agent to draw upon the Credit Facility on behalf of the Trustee. The Trustee and the Agent wish to amend the Agency Agreement to (i) provide for the acknowledgement of the assumption of the duties and obligations of Registrar and Paying Agent by the Agent, its successor in interest to Chemical Bank, (ii) reflect the replacement of the Repla^ed Letter of Credit with the Substitute Qualified Credit Facility, or such other Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, deliver to the Trustee in accordance with Section 5.07(b) of the Indenture, and (iii) reflect the replacement of The Toronto - Dominion Bank with Norwest Bank, National Association, or such other Credit Facility Provider that issues a Qualified Credit Facility or Alternate Credit Facility as the Borrower shall, from time to time, deliver to the Trustee in accordance with Section 5.07(b) of the Indenture, as the "Bank" under the Agency Agreement..