83-023 RES CERTIFICATE FOR RESOLUTION

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The Escrow Agent, in its capacity as agent for the i6other Paying Agents, further agrees that such portion of the !Escrow Fund, together with the proceeds thereof, required to 3provide for timely payments of principal of and interest on ithe Refunded Bonds shall be held in the Escrow Fund for and 'on behalf of the other Paying Agents and shall be made ~available to the other Paying Agents to make such timely ;payments of principal and interest on the Refunded Bonds. ; ' Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agents for the Refunded Bonds from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of and interest on the Refunded Bonds in the amounts and at the times snown in Exhibit B attached hereto. ; Section 3.03. Sufficiency of Escrow Fund. The Issuer `represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund ~will be at all times sufficient to provide moneys for ;transfer to the Paying Agents at the times and in the 3amounts required to pay the interest on the Refunded Bonds ias such interest comes due and the principal of the Refunded ;Bonds as the Refunded Bonds mature or are redeemed prior to jtheir maturity, all as more fully set forth in Exhibit B lattached hereto. If, for any reason, at any time, the cash ~balances on deposit or scheduled to be on deposit in the "Escrow Eund shall be insufficient to transfer the amounts ~required by the Paying Agents to make the payments set forth jin Section 3.02 hereof, the Issuer shall timely deposit in ;the Escrow Fund, from lawfully available funds, additional ~funds in the amounts reguired to make such payments. Notice !of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Escrow Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of such Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as escrow funds for the benefit of the holders of the Refunded Bonds; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The holders of the Refunded Bonds shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they were entitled as holders of the Refunded Bonds. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except in its capacity as Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agents. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations 4