83-023 RES CERTIFICATE FOR RESOLUTION

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3Escrow Agent shall not incur any liability or responsibility ~ in respect to any of such matters. ; It is the intention of the parties hereto that the ;Escrow Agent shall never be required to use or advance its lown funds or otherwise incur personal financial liability in ~the performance of any of its duties or the exercise of any ±of its rights and powers hereunder. , The Escrow Agent shall not be liable for any action itaken or neglected to be taken by it in good faith in any =exercise of reasonable care and believed by it to be within !the discretion or power conferred upon it by this Agreement, ;nor shall the Escrow Agent be responsible for the 'consequences of any error of judgment; and the Escrow Agent ':shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been i through its negligence or want of good faith. ; Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to detetmine or inquire into ~the happening or occurrence of any event or contingency or ;the performance or failure of performance oX the Issuer with ~respect to arrangements or contracts with others, with the 'Escrow Agent's sole duty hereunder being to safeguard the 'Escrow Fund and to dispose of and deliver the same in accor- dance with this Agreement. If, however, the Escrow Agent is ;;called upon by the terms of this Agreement to determine the 'occurrence of any event or contingency, the Escrow Agent 'shall be obligated, in making such determination, only to ~exercise reasonable care and diligence, and in event of ~error in making such determination the Escrow Agent shall be 'liable only for its own misconduct or its negligence. In ;determining the occurrence of any such event or contingency ;the Escrow Agent may request from the Issuer or any other ;person such reasonable additional evidence as the Escrow gAgent in its discretion may deem necessary to determine any I fact relating to the occurrence of such event or contin- ',gency, and in this connection may make inquiries of, and ! consult with, among others, the Issuer at any time. Section 6.03. Compensation. The Issuer will pay to the Escrow Agent total fees of $26,475.60 of which $2750 ~will be paid initially upon delivery of the Refunding Bonds, i with the balance of such fee, being $23,725.60, to be paid `from the Escrow Fund in accordance with Exhibit B on those ~dates stated therein. This fee will be paid to the Escrow jAgent for performing the services hereunder and for all ~expenses incurred or to be incurred in the administration of `this Agreement and for all future services of the Paying ~Agents in connection with the Refunding Bonds. In the event ~that the Escrow Agent is requested to perform any ~extraordinary services hereunder, the Issuer hereby agrees ~to pay reasonable fees to the Escrow Agent for such extra- ~ordinary services and to reimburse the Escrow Agent for all "expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and lreimbursement of such expenses. Except as otherwise pro- Ivided in Section 3.01 hereof, the Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien ;against the Escrow Fund for any fees for its services, lwhether regular or extraordinary, as Escrow Agent, or in any iother capacity, or for reimbursement for any of its ex- i penses. I ~ Section 6.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act I as escrow agent hereunder, or if its property and affairs ~ shall be taken under the control of any state or federal court or administrative body because of insolvency or 7