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f ''Issuer" means the City of Paris, Texas. "Paying Arionts" means the Escrow Agent. "Refunded Bonds" means the Issuer's Waterworks and Sewer System Revenue Bonds, Series 1957, Series 1957 -A, Series 1962, Series 1973 -A, and Series 1973 -B, and ti,aterworks and Sewer System Junior Lien Revenue Bonds, Series 1966, all as further described in Exhibit A, attached .hereto. "Refundinc Bonds" means the Issuer's Waterworks and Sewer System Revenue Refunding Bonds, Series 1983. "Refundi_ng Bond _O_rd_inan_ce" means the Issuer's resolution authorizing the issuance, sale and delivery of the Refunding Bonds. Section 1.02. Interpretations. The titles and head- ings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Bonds in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2.01. Deposits in the Escrow Fund. The Issuer has deposited, or caused to be deposited, in the Escrow Fund the following funds and Escrowed Securities: (a) $311,997.81 as the beginning cash balance for the Escrow Fund; (b) the Escrowed Securities described in Exhibit "C" attached hereto. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special and irrevocable escrow fund to be known as the City of Paris Waterworks and Sewer System Revenue Refunding Bonds, Series 1983 Escrow Fund (the "Escrow Fund ") . The Escrow Agent hereby acknowledges that there has been deposited to the credit of such Escrow Fund the beginning cash balance and the Escrowed Securities as described in Section 2.01. The Escrowed Securities and all proceeds therefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions of this Agreement. All of the Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds, which payment shall be made by timely transfers to the Paying Agents of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made to the Paying Agents for the payment of such principal of and interest on the Refund- ed Bonds, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and, after deducting all fees and expenses of the Escrow Agent then due and unpaid hereunder, the Escrow Agent shall thereupon be discharged from any further duties hereunder. 3