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<br />10 effect the refunding of the Original Bonds pursuant to t:he <br />Escrow Agreement, ~he Escrow Agent on behalf of the Corporation placed a <br />subscription with the Federal Reserve Branch, Charlotte, North Carolina, <br />for U.S. Treasury - State and Local Government Obligations as described <br />in Exhibit "A" to this Resolution, and such action by the Escrow Agent <br />on behalf of the Corporat:ion is hereby ratified and approved. <br /> <br />b. The amendment of the terms of the trust indenture pursuant to <br />~~hich ~he Original Bonds were issued shall be effected pursuant to the <br />terms and provisions of an agreement and consent to project mortgage and <br />adjUS~lng the interest borne by certain bonds substantially in the form <br />or the Agreement and Consent to Proj ect 1'lortgage and Adjusting the <br />Interest Borne by Certain Bonds J dated as of June 1, 1982 (the <br />"Consenttl), by and among the Corporation, the User, \{achovia Bank and <br />Trust Company, N.A., as trustee for the Original Bonds, and the holders <br />or the Original Bonds executing the Consent, which ,~as presented to the <br />Board, the form, t:erms and provis ions of such Consent being hereby <br />au~horized and approved, and the President and the Vice President of the <br />Corporation are hereby severally authorized and directed to execute and <br />deliver such Consent on behalf of the Corporation, and the Secretary and <br />~he Assist:ant Secretary of the Corporation are hereby severally autho- <br />rized to attest and affix the Corporation I s seal thereto, ,vith such <br />changes t:herein as the officers executing the same may approve, such <br />approval to be conclusively evidenced by such execution thereof. <br /> <br />7. The sale and delivery of the Bonds by the Corporation to <br />RepublicBank Dallas, National Association (the "Purchaser'l) at the par <br />value thereof is hereby authorized and approved. <br /> <br />8. The actions and obligations authorized in Paragraphs 1 through <br />4 of this resolution shall be subject to and conditioned UpC1 the receipt <br />by the Corporation, at the date of delivery and payment for the Bonds <br />(the "Closing Date") J of (i) a letter of representation, dated the <br />Closing Date, from the User, duly authorized and executed by the User, <br />substantially in the form of t:he Letter of Representation (the "Letter <br />of Representationtl), which (vas presented to the Board, the form, terms <br />and provisions of such Letter of Representation being hereby authorized <br />and approved and the President and the Vice President of the Corporation <br />are hereby severally authorized to signify the Corporation1s acceptance <br />and confirmation of such Letter of Representation by executing the same <br />on behalf of the Corporation in multiple counterparts; (ii) an invest- <br />ment letter, dated the Closing Date, duly authorized and executed by the <br />Purchaser, substantially in the form of t:he Investment Letter (the <br />tlInvestment Letter"), Khich ,,-as presented to the Board, the form, terms <br />and provisions of such Investment Letter being hereby authorized and <br />approved; (iii) a certificate from a representative of the Texas Indus- <br />trial Commission (the tlCommissiontl), acting on behalf of the Commission, <br /> <br />-4- <br />