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C. 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, as successor in interest to Chemical Bank, (ii) reflect the replacement of the Replaced 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. D. Under the terms of the Indenture, an amendment to the Agency Agreement requires the Consent of the County. The Borrower has requested that the County consent to such amendment of the Agency Agreement, as set forth in the form of Amendment to Agreement Between Trustee and Registrar and Paying Agent attached hereto as Exhibit "A" (the "Amendment"). SECTION 4. CONSENT TO AMENDMENT TO AGENCY AGREEMENT. The County consents to the amendment to the Agency Agreement as set forth in the Amendment. The County has not, by this Resolution, approved or verified any other requirement with respect to the substitution of the Substitute Qualified Credit Facility for the Replaced Letter of Credit under the Indenture or the Loan Agreement and assumes no responsibility to do so. SECTION 5. GENERAL AUTHORIZATION. The officers, employees and agents of the County acting on behalf of the County are hereby authorized and directed to execute and/or countersign such documents, instruments and contracts, whether or not expressly contemplated by this Resolution, and to do all acts and things required by the provisions of this Resolution and by the provisions of the Bonds, the Indenture, the Loan Agreement and all related documents, as may be necessary for the full, punctual and complete substitution of the Replaced Letter of Credit with the Substitute Qualified Credit Facility in accordance with the terms of the Indenture and the Loan Agreement, or as otherwise may be necessary or desirable to effectuate the purpose and intent of this Resolution, or as may be requested by the Bond Trustee.