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further ratifies, validates, confirms and approves the Continuing Disclosure Agreement and the terms, provisions and conditions thereof and with such further terms, provisions and conditions as shall be approved by the officer of the City executing the same, The execution by the City Manager or any Deputy City Manager of any continuing disclosure agreement relating to the Series 1998 Bonds shall be conclusive evidence that such continuing disclosure agreement is the Continuing Disclosure Agreement authorized hereby and that the same complies with all requirements of this Section 10. SECTION 11. Appointment of Trustee, Registrar and Paving Agent. The Council hereby appoims Crestar Bank as Trustee, Registrar and Paying Agent for the Series 1998 Bonds. SECTION 12. Further Action of City. Any one or more of the officers, employees and agents of the City is or are hereby authorized to execute such further documents, including any tax agreement intended to ensure compliance with the tax covenants of the City set forth in the Trust Indenture, or take any and all such further action as upon the advice of counsel to the City (i) he, she or they shall deem necessary or desirable in order to effectuate the issuance, delivery and payment of the Series 1998 Bonds in accordance with the tern of the Trust Indenture; or (ii) may be reasonably required on the part of the City. to carry out, give effect to and consummate the transactions contemplated hereby and by the documents referred to therein or herein or approved thereby or hereby. SECTION 13. Repeal of Conflicting Ordinances and Resolutions. All ordinances or resolutions, or portions thereof, heretofore adopted by the Council which are in conflict or inconsistent with this resolution are hereby repealed to the extent of such conflict or inconsistency. SECTION 14. Filing of Resolution With Circuit Court. The City Attorney is hereby authorized and directed to file a copy of this resolution, certified by the City Clerk to be a true copy hereof, with the Circuit Court of the City of Portsmouth, Virginia, in accordance with Section 15.2-2607 of the Code of Virginia, 1950. SECTION 15. Effectiveness of Resolution. This resolution shall take effect upon its adoption. Adopted by the Council of the City of Portsmouth, Virginia at a meeting held on April 28, 1998. Teste: City Clerk Date of Filing with the Circuit Court of the City of Portsmouth, Virginia: April__, 1998