83-023 RES CERTIFICATE FOR RESOLUTION

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ARTICLE V RECORDS AND REPORTS ; Section 5.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the ~receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund iand all proceeds thereof, and such books shall be available ifor inspection at reasonable hours and under reasonable l c onditions by the Issuer and the holders of the Refunded Bonds. Section 5.02. Reports. For the period beginning on ithe date hereof and ending on June 15, 1984, and for each `twelve (12) month period thereafter while this Agreement Iremains in effect, the Escrow Agent shall prepare and send Ito the Issuer within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund during such period, including without limitation credits to the Escrow Fund as a result of finterest payments on or maturities of the Escrowed °Securities and transfers from the Escrow Fund to the Paying Agents for payments on the Refunded Bonds or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VI CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 6.01. Representations. The Escrow Agent Ihereby represents that it is one of the paying agents for the Refunded Bonds having the largest capital and surplus. The Escrow Agent hereby represents that it has all necessary ~power and authority to enter into this agreement and ~undertake the obligations and responsibilities imposed upon 'it herein, and that it will carry out all of its obligations ihereunder. ' Section 6.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds to the Paying Agents for the payment of the principal of and interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Eund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agents shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Eund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Bonds shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the Refunding Bond Ordinances or the Refunded Bond Ordinances and is not responsible for nor bound by any of the provisions thereof (except as paying agent). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the 6