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5. Under the terms of the Indenture, such amendment to the <br />Agency Agreement requires the Consent of the County. The Borrower has <br />requested that the County consent to such amendment of the Agency Agreement, as <br />set forth in the form of Amendment to Agreement Between Trustee and Registrar <br />and paying Agent attached hereto as Exhibit "A" (the "Amendment"). <br />6. Pursuant to its Resolution adopted on Apri 1 18 , 2000 the County <br />hereby acknowledges receipt of notice of, and consents to, the amendment of the <br />Agency Agreement as set forth in the Amendment. <br />7. The County has not, by this Consent, approved or verified any <br />other requirement with respect to the substitution of Credit Facilities under the <br />Indenture or the Loan Agreement and assumes no responsibility to do so. <br />IN WITNESS WHEREOF, I have hereunto set my hand and the official <br />seal of Indian River County, Florida this 18thday of April, 2000. <br />April 17, 2900 <br />39251.21 <br />ORLI #553909 v <br />INDIAN RIVER COUNTY, <br />FLORIDA <br />By: Board of County Commissioners <br />By: <br />Chairman of the Board, Fran B. Adans <br />of County Commissioners <br />