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• <br />C. The Trustee entered into that <br />Trustee and Registrar and Paying Agent dated certain Agreement Between <br />Agreement") between the as of March 1, 1988 (the "Agency <br />interest to Chemical B Trustee <br />and The Chase Manhattan B <br />Registrar and Paying Agent (the successor in <br />the Agent to draw upon the Credit FacilieII, to enable <br />and the Agent wish to amend the on behalf of the Trustee. The Trustee <br />acknowledgement of the assumption of the dueand obli 1 <br />Paying Agent by the Agent, as the <br />in interest to Che () Provide for the <br />the replacement of the Replaced Letter of Credit with Chemical <br />of Registrar and <br />mical Bank, (ii) reflect <br />Credit Facility or such other he Substitute <br />the Borrowers Qualified Credit Facility or Alternate Credit Qualified <br />Section 5.07' from time to time, deliver to the as <br />(b) of the Indenture, and iu Trustee in accordance with <br />Dominion Bank with Norwest B ( ) reflect the replacement of The Toronto - <br />Facility Provider that issues a u�' National Association, or such other Credit <br />as the Borrower shall Qualified Credit Facility or Alternate Credit Facility <br />Section Borrower <br />, from time to time, deliver to the <br />(b) of the Indenture, as the "B Trustee in accordance with <br />'Bank" under the Agency Agreement. <br />D. Under the terms of the Indenture an <br />Agreement requires the Consent of the Coun amendment to the Agency <br />the County consent to such amendment �'' The Borrower has requested that <br />Amendment to Agreement <br />form of ent of the Agency Agreement, as set forth in the <br />Agent attached hereto as Exhibit "A" the " Between Trustee and Registrar and Paying <br />( Amendment"). <br />SECTION 4. CONSENT T <br />AGREE�NT. The Coun AMENDMENT TO AGEN <br />set forth in the ty consents to the amendment to the <br />verified any otheer requirement <br />The County has not, by this Resolution, approved or <br />gement as <br />Qualified Credit Facilityuirement with respect to the substitution of the Substitute <br />Loan Agreement and for the Replaced Letter of Credit under the Inden <br />assumes no responsibility to do so. tore or the <br />SECTION 5. GENERAL AUTFiORI7,ATION <br />and agents of the County acting on behalf of the The officers <br />directed to execute unty are hereby ' employees <br />whether or notexpressly a or countersign such documents Y authorized and <br />contemplated, instruments and contracts, <br />things required by the provisions of hieY this Resolution, and to do all acts and <br />Bonds, the Indenture, the Loan Resolution and by the provisions of the <br />necessary for theAl;z'eement and all related documents, as may be <br />Credit with the Substitute Punctual Qu �d complete substitution of the Re <br />the Indenture Qualified Credit Facility in accordance with he terms f <br />and the Loan Agreement or <br />desirable to effectuate the � otherwise may <br />requested to the Bond purpose <br />and intent of this Y be necessary or <br />Trustee. Resolution, or as may be <br />APRIL 189 2000 <br />-47- <br />BOOK �.c) PAGE J <br />L <br />0 <br />